HANDLNG MANTENANCE DESGN LOGSTCS PACKAGNG OFFCE …

HANDL NG MA NTENANCE DES GN LOG ST CS PACKAG NG OFF CE EQOFFICE SUPPLIES OUTDOOR EQUIPMENT STORAGE WORKSHOP SADESIGN HANDLING OFFICE EQUIPMENT OFFICE SUPPLIES JANITORLOADING SERVICES SAVETY & SECURITY COMPUTER EQUIPMENT STOHANDLING MAINTENANCE DESIGN LOGISTICS PACKAGING OFFICE EQOFFICE SUPPLIES OUTDOOR EQUIPMENT STORAGE WORKSHOP SADESIGN HANDLING OFFICE EQUIPMENT OFFICE SUPPLIES JANITORLOADING SERVICES SAVETY & SECURITY COMPUTER EQUIPMENT STOHANDLING MAINTENANCE DESIGN LOGISTICS PACKAGING OFFICE EQOFFICE SUPPLIES OUTDOOR EQUIPMENT STORAGE WORKSHOP SADESIGN HANDLING OFFICE EQUIPMENT OFFICE SUPPLIES JANITORLOADING SERVICES SAVETY & SECURITY COMPUTER EQUIPMENT STOHANDLING MAINTENANCE DESIGN LOGISTICS PACKAGING OFFICE EQOFFICE SUPPLIES OUTDOOR EQUIPMENT STORAGE WORKSHOP SADESIGN HANDLING OFFICE EQUIPMENT OFFICE SUPPLIES JANITORLOADING SERVICES SAVETY & SECURITY COMPUTER EQUIPMENT STOHANDLING MAINTENANCE DESIGN LOGISTICS PACKAGING OFFICE EQOFFICE SUPPLIES OUTDOOR EQUIPMENT STORAGE WORKSHOP SADESIGN HANDLING OFFICE EQUIPMENT OFFICE SUPPLIES JANITORLOADING SERVICES SAVETY & SECURITY COMPUTER EQUIPMENT STOHANDLING MAINTENANCE DESIGN LOGISTICS PACKAGING OFFICE EQOFFICE SUPPLIES OUTDOOR EQUIPMENT STORAGE WORKSHOP SADESIGN HANDLING OFFICE EQUIPMENT OFFICE SUPPLIES JANITORLOADING SERVICES SAVETY & SECURITY COMPUTER EQUIPMENT STOHANDLING MAINTENANCE DESIGN LOGISTICS PACKAGING OFFICE EQOFFICE SUPPLIES OUTDOOR EQUIPMENT STORAGE WORKSHOP SADESIGN HANDLING OFFICE EQUIPMENT OFFICE SUPPLIES JANITORLOADING SERVICES SAVETY & SECURITY COMPUTER EQUIPMENT STOHANDLING MAINTENANCE DESIGN LOGISTICS PACKAGING OFFICE EQOFFICE SUPPLIES OUTDOOR EQUIPMENT STORAGE WORKSHOP SADESIGN HANDLING OFFICE EQUIPMENT OFFICE SUPPLIES JANITORLOADING SERVICES SAVETY & SECURITY COMPUTER EQUIPMENT STOHANDLING MAINTENANCE DESIGN LOGISTICS PACKAGING OFFICE EQOFFICE SUPPLIES OUTDOOR EQUIPMENT STORAGE WORKSHOP SADESIGN HANDLING OFFICE EQUIPMENT OFFICE SUPPLIES JANITORLOADING SERVICES SAVETY & SECURITY COMPUTER EQUIPMENT STOHANDLING MAINTENANCE DESIGN LOGISTICS PACKAGING OFFICE EQOFFICE SUPPLIES OUTDOOR EQUIPMENT STORAGE WORKSHOP SADESIGN HANDLING OFFICE EQUIPMENT OFFICE SUPPLIES JANITORLOADING SERVICES SAVETY & SECURITY COMPUTER EQUIPMENT STOHANDLING MAINTENANCE DESIGN LOGISTICS PACKAGING OFFICE EQOFFICE SUPPLIES OUTDOOR EQUIPMENT STORAGE WORKSHOP SADESIGN HANDLING OFFICE EQUIPMENT OFFICE SUPPLIES JANITORLOADING SERVICES SAVETY & SECURITY COMPUTER EQUIPMENT STOHANDLING MAINTENANCE DESIGN LOGISTICS PACKAGING OFFICE EQOFFICE SUPPLIES OUTDOOR EQUIPMENT STORAGE WORKSHOP SADESIGN HANDLING OFFICE EQUIPMENT OFFICE SUPPLIES JANITORLOADING SERVICES SAVETY & SECURITY COMPUTER EQUIPMENT STOHANDLING MAINTENANCE DESIGN LOGISTICS PACKAGING OFFICE EQOFFICE SUPPLIES OUTDOOR EQUIPMENT STORAGE WORKSHOP SA

annu

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1998

-199

9

Business to Business Mail Order SalesBusiness to Business Mail Order Sales

QU PMAFE

RIALORA

QUIPMAFE

RIALORA

QUIPMAFE

RIALORA

QUIPMAFE

RIALORA

QUIPMAFE

RIALORA

QUIPMAFE

RIALORA

QUIPMAFE

RIALORA

QUIPMAFE

RIALORA

QUIPMAFE

RIALORA

QUIPMAFE

RIALORA

QUIPMAFE

RIALORA

QUIPMAFE

RIALORA

QUIPMAFE

loading services

janitorial

safety & security

maintenance

computer equipment

outdoor equipment

despatch

office equipment

storage

handling

logistics

workshop

office supplies

signs & identification

packaging

COBRegistration

The present reference document, which includes

the annual report, has been registered by the

Commission des Opérations de Bourse

on March 14 th, 2000, under the number 00-066 ;

it cannot be used in a financial transaction unless it

contains a note accepted by the Commission.

BusinessBusiness

to Business Mail Order Salesto Business Mail Order Sales

Contents

Editorial 3

The Manutan Group 4-14

Stock Exchange Performance 15-18

Group Operations 19

Management Report 20-36

Report of the Supervisory Board 37

Resolutions Submitted to the Annual General Meeting 38

Consolidated Financial Statements 39-60

Summarised Parent Company Financial Statements 61-68

General Information 69-75

Summary of Reference Document 76

Business to Businessmail ordersales

loading services

janitorial

safety & security

maintenance

computer equipment

outdoor equipment

despatch

office equipment

storage

handling

logistics

workshop

office supplies

signs & identification

packaging

Business Business

MA

NU

TAN

INT

ER

NAT

ION

AL

BRITISHISLES

NORTH

CENTRE

SOUTH

page 1

• WITRE SWEDEN

• WITRE DENMARK

• WITRE NORWAY

• WITRE FINLAND

• KEY INDUSTRIAL EQUIPMENT

• EUROQUIPMENT

• METRO STORAGE SYSTEMS*

• OVERTOOM INTERNATIONALNEDERLAND

• VSF PLANSERVICE

• OVERTOOM INTERNATIONALBELGIUM

• MANUTAN BELGIUM

• FABRITEC

• ERWIN ZIEGLER DIREKT MARKETING

• PLUS

• KRAUS*

• MANUTAN FRANCE

• BOTT

• MPSA

• VEICO

• MANUTAN PORTUGAL

to Business Mail Order Sales to Business Mail Order Sales

* Letter of Intent signed in December 1999with a view to acquisition.

e d i t o r i a l

J e a n - P i e r r e G u i c h a r dChairman of the Management Board

After the excellent year 1997/98, the famous “puff of wind” affected three of the four quarters in

the year 1998/99, in all operating markets.

Having quickly grasped the fact that it was only a pause, we did not hold back our investment plans.

The consequences of this downturn were :

- a modest growth in consolidated turnover (an increase of 4.5% of which 2% related to a constant

base), after strong growth of 15% the previous year ;

- net consolidated profit declined by 9.9%, after a 21.8% increase the previous year.

Our investment plans ?

- a strengthening of our European basis with three acquisitions (Euroquipment in Great Britain –

Fabritec in Switzerland – Plus in the Czech Republic, our first incursion into Central Europe, and the

start-up from nothing of Witre Finland, under the supervision of Witre Sweden);

- an upgrade to the Overtoom computer systems;

- new catalogues : “Design” (issued in 7 languages, the first group catalogue to be 100%

European), “Maintenance”, “Vehicle Equipment”…

- the creation of the subsidiary Manutan SA with, in particular the transfer of a number of operatio-

nal departments to Gonesse and additional resources for this new unit, with the intention of achie-

ving a major qualitative improvement with effect from 1999/2000.

From now on, Manutan International SA, quoted on the Second Market, is in a position to provide

leadership, co-ordination and control of the 19 group companies, which, during the financial year,

crossed the 1,000 employees mark.

This new force with strong potential should, without a doubt, encourage further synergies in terms

of innovation, buying power, methodology, logistics, etc., and all within the values

shared by all our staff and shareholders for the benefit of our 500,000 customers.

t h e M a n u t a n G r o u p

Leif BorjessonWitre Group

Olivier SerruysOvertoom International

Belgium NV/SA

Robert KuipersOvertoom International

Nederland BV

Théo Van DonkersgoedOvertoom International Nederland BV

Alain GyssensManutan Bruxelles NV/SA

Erwin ZieglerEZ Direkt Marketing

GmbH

Peter SimpsonKey Industrial Equipment Ltd

Tony BaileyKey Industrial Equipment Ltd

Maureen TelfordEuroquipment Ltd

Rémi RambaudManutan SA

MPSA

Carmen GrassoVeico Srl

Bertrand SoucadauchManutan Portugal

Philip SmithMetro Storage Systems Ltd NORTH EUROPE ZONE

UNITED KINGDOM ZONE

Dagmar KrálováPlus Sro

Daniel HeiniFabritec GmbH

SOUTH EUROPE ZONE

Pavel KrálPlus Sro

Brigitte EnzenhoferKraus KG

CENTRAL EUROPE ZONE

STATUTORY AUDITORS

MANAGEMENTBOARD

SUPERVISORYBOARD

Mr André Guichard - Chairman

Mr Alain Juliard - Vice-Chairman

Mrs Hélène Guichard

Mrs Claudine Guichard

Mr Jean-Claude Sarazin

Principal Statutory Auditors :

Barbier Frinault et Associés – Arthur AndersenRepresented by Mr Jean-Claude Lallau

Mr Franck Noël, Partner of KPMG Audit

Alternate Statutory Auditors :

Mr Philippe Peuch-Lestrade

Mr Roderick Devlin

Mr Jean-Pierre GuichardChairman

Mr Frédéric B. BaschetManaging Director

1 . o u r o p e r a t i o n s

Set up on April 25, 1966 by André P.Guichard and his son Jean-Pierre,Manutan was the first French companyin the sale of industrial equipment bycatalogue. Some market studies doneat that time concluded that such abusiness would fail, given thepurchasing habits of French companies.Despite a difficult start, the companynevertheless succeeded in establishingits concept in France and Europe byway of a number of foreign operatingcompanies, and today the group holds aleading position on the Europeanbusiness to business mail order market.It has been quoted on the SecondMarket of the Paris Stock Exchangesince 1985.

This success is the result of a clearstrategy that comprises :■ a unique product concept,■ a quest for quality,■ international development,■ controlled management of risks.

Manutan : a pioneer of business tobusiness mail order sales

2 . h i s t o r y

Start-up1966 : André P. Guichard and his son Jean-Pierre set up Manutan SA :

it was the first French company to sell industrial equipment bycatalogue.

First phase of European development1973 : Key Industrial Equipment Ltd set up in the United Kingdom1974 : Manutan Bruxelles NV/SA set up in Belgium1977 : Bott SA set up in France1978 : acquisition of MPSA in France

Introduction to the Second Market1985 : Manutan SA was introduced to the Second Market of the Paris

Stock Exchange

Second phase of European development1987 : Veico SrL set up in Italy1988 : E.Z. Direkt Marketing GmbH set up in Germany 1989 : purchase of Witre A/B (Sweden) and Witre A/S (Norway), companies

set up in the early 1980’s.1995 : purchase of the Overtoom Group (Netherlands and Belgium)

Witre Denmark A/S set up in Denmark1996 : representative office opened in Portugal

Reorganisation of legal holding structure1998 : absorption by Manutan SA of Manupar, the Guichard Family holding

company 1999 : creation of a subsidiary with the name Manutan SA to operate the

French catalogue sales business ; the parent company, the groupholding company, takes the name Manutan International SA.

Third phase of European Development1999 : Purchase of 52% of Plus Sro (Czech Republic)1999 : Purchase of Fabritec GmbH (Switzerland)1999 : Purchase of Euroquipment Ltd (United Kingdom)1999 : Witre Oy set up in Finland1999 : Letter of Intent signed with a view to acquiring Metro Storage

Systems Ltd (Ireland)1999 : Letter of Intent signed with a view to acquiring Kraus KG (Austria)

page 7

3 . o u r m a r k e t

The Manutan group operates in the European market for industrial and officeequipment to be used by all businesses and local authorities, both public and private.

An initial segmentation of this market distinguishes the distance selling players(mainly mail order) and other players (wholesalers, retailers operating by way ofoutlets, resellers, etc.).

The distance selling segment itself may be sub-divided into two groups of players :those who have a very large range of products or those whose range concentrateson one product line.

Taking account of this segmentation, the operators are the following :

Distance selling

- Players fully comparable for all or part of their operations : Kaiser und Kraft(TAKKT), Schäfer Shop (Germany), AJ Produkter (Scandinavia).

- Players operating in niches such as :

• in the area of office furniture and equipment : Jean-Paul Guisset (France), JM Bruneau (France), Viking (United States), Neat Ideas (United Kingdom), Printus(Germany) ;

• in the area of janitorial, maintenance and safety : Bernard (France) ;

• in the area of packaging supplies and equipment : Raja (France) ;

• in the area of signs and identification : Seton (United Kingdom).

Other forms of distribution

- Industrial hardware :Descours et Cabeaux…

- Cash and Carry inthe Nordic countries.

Manutan in the French financial and business press

> November 1998 – LE MOCI (Export Leaders) – ranking of the best French exporters :- 365th in the national ranking- 24th in our own sector- 275th in the Paris region

> November 1998 – L’Expansion n° 584 – The 200 leading companiesin the “commercial” sector- Ranking 166th place

> 1999 – Special Issue “5000” of Nouvel Economiste – 116th place

> June-July 1999 – L’expansion n° 600 – Ranking MVA-EVA : 61st place

> September 1999 – L’Usine Nouvelle – The 5 500 leading businesses- Ranking within the distribution sector : 139th place

> November 1999 – L’Expansion n° 608 “The 1000” “The profitchampions”- Ranking of the most profitable 20 companies in distribution andcommerce : 4th place

- Ranking of the 200 leading companies in the “commercial” sector : 147th place

> November 1999 – Enjeux les Echos – The 500 leading groups –332nd placeIn the “specialised trading and distribution” sector :- Sectoral ranking : 26th place- Net profitability ranking : 1st place- Financial profitability ranking : 10th place

page 9

k e y f i g u r e s

1998/99 1997/98 1996/97 1995/96 1994/95Turnover 344,036 329,257 285,504 268,835 212,115Gross margin 120,840 114,874 100,167 95,023 74,542Operating profit 31,540 34,098 30,103 29,471 23,222Net profit 16,220 18,004 14,785 15,330 14,364Attributable profit after taxation (1) 20,201 20,897 17,540 18,059 15,324Cash flow 25,860 25,218 23,208 22,691 18,392Operating investments 10,508 6,656 10,982 6,160 7,573Financial debt 19,926 14,149 26,511 28,154 38,725Group shareholders’ equity 134,491 121,103 106,149 93,489 80,319Staff (in numbers) 1,041 904 859 841 777RATIOSOperating profit/turnover 9.2% 10.4% 10.5% 11.0% 10.9%Attributable profit after taxation (1) /turnover 5.9% 6.3% 6.1% 6.7% 7.2%Cash flow/turnover 7.5% 7.7% 8.1% 8.4% 8.7%Attributable profit after taxation (1) /group shareholders’ equity 15.0% 17.3% 16.5% 19.3% 19.1%Group shareholders’ equity/Long term capital (2) 91.7% 89.6% 78.7% 74.6% 66.4%Long and medium term debt/cash flow 31.2% 40.1% 83.3% 106.5% 177.5%

Earnings per share (3) - Attributable profit after taxation (1) - in euros - 2.69 2.78 2.34 2.41 2.04

(1) Before amortisation of goodwill.(2) After profit allocation.(3) The number of shares used in the calculation was 7,503,751 (total at September 30, 1999). Earnings per share in previous yearshave been restated on this basis.

Companies Turnover Operating Staffbased in : profit in numbers

1998/99 1997/98 1998/99 1997/98 1998/99 1997/98North 17,746 16,631 1,445 791 56 48

Centre 138,425 129,930 16,182 13,745 430 360

South 142,168 138,675 11,728 16,506 396 373

United Kingdom 45,697 44,021 2,185 3,056 159 123

CONSOLIDATED FIGURES in thousands of euros

KEY FIGURES BY GEOGRAPHIC AREA

in thousands of euros

Group companies have a strong position on the following markets :- France - Benelux - Scandinavia - United Kingdom.The level of penetration of the German market is modest.The Italian and Portuguese markets are in their infancy.

5 YEAR TREND GEOGRAPHICAL ANALYSIS

5 YEAR TREND GEOGRAPHICAL ANALYSIS

TURNOVER

OPERATING PROFIT

SouthCentreUnited KingdomNorth

SouthCentreUnited KingdomNorth

page 11

key

figur

es

ATTRIBUTABLE PROFIT AFTER TAXATION BEFORE AMORTISATION

OF GOODWILL

EARNINGS PER SHARE

The number of shares used for the calculation was 7,503,751 (total at September 30, 1999). Earnings per share for previous yearshave been restated on this basis.

After amortisation of goodwill

Before amortisation of goodwill

5 YEAR TREND

GEOGRAPHICALANALYSIS

AVERAGE STAFF NUMBERS

CentreSouthUnited KingdomNorth

key

figur

es

INVESTMENTSCASH FLOW

FINANCIAL STRUCTURE AT SEPTEMBER 30, 1999

AFTER PROFIT ALLOCATION

Operating investmentsFinancial investmentsGoodwill on acquisition

s t o c k e x c h a n g e p e r f o r m a n c e

Quotation : Second Market of the Paris Stock Exchange. SICOVAM Code: 3230

Indices : Manutan International SA is part of the SBF 250 index and is a component of theSecond Market index.

Stock Exchange information :Sept. 30 Sept. 30 Sept. 30 Sept. 30 Sept. 30

in euros 1999 1998 1997 1996 1995Share price 56 51.83 63.72 62.50 90.70 Number of shares in issue 7,503,751 7,480,751 7,416,384 7,330,204 3,609,012Market capitalisation (in millions of euros) 413 388 473 458 327Earnings per share (1) 2.16 2.36 1.94 2.04 3.81

Net dividend 0.54 0.49 0.49 0.49 0.91Tax credit 0.27 0.24 0.24 0.24 0.46Distribution ratio (%) 25 20.6 25.1 24 24Gross return (%) (2) 1.42 1.40 1.14 1.16 1.51(1) Earnings per share, after amortisation of goodwill on acquisition, calculated on the basis of the number of shares in issue at the end of each year.(2) On the basis of the share price at September 30.

0 %

5 %

10 %

15 %

20 %

25 %

30 %

1994/95 1995/96 1996/97 1997/98 1998/99

24 % 24 % 25 %

21 %

25 %

Distribution ratio

0

1,000

2,000

3,000

4,000

5,000

1994/95 1995/96 1996/97 1997/98 1998/99

3,3013,576 3,618 3,649

4,055


Profits distributed

Dividend as a % of attributable net profit.

I – SHARE CAPITALThe share capital of the company at the start of the year comprised 7,480,751 shares with a nominal value of 10 francs each (1.52 euros).Movements in the share capital during the year were as follows :On January 8, 1999, following a decision by the Management Board, the share capital was increased by incorporation of reserves to take the nominal value of each share to 2 euros and toconvert the capital into euros. Thus, the share capital increased by 3,557,171 euros.In April 1999, the exercise of options (which were part of the share option plan authorised by theExtraordinary General Meeting of August 28, 1990), in respect of 23,000 shares of 2 euros each,increased the share capital by 46,000 euros in cash (301,740 francs), together with a share premium of 259,011 euros.Taking account of these transactions, the share capital at September 30, 1999 comprised7,503,751 shares of 2 euros each which is a total of 15,007,502 euros.The public holds 22.22% of the capital and the balance is held directly or indirectly by the Guichardfamily.

II – MOVEMENT IN THE SHARE PRICEAfter the sharp fall in the share price in the summer of 1998, the Manutan International SA sharewas 55 euros on October 1, 1999. Throughout this year, the share price moved between 50 and 60 euros whereas the SBF 250 index continued to climb.It is clear that the middle value stocks are the only ones not to have benefited from the rise inshare prices: by mid November 1999, the CAC 40 gained 26.7% from the start of the year, theMidCAC 16.5%, while the SBF index only rose by 8.9%.The reasons for this loss of interest have been identified: the launch of the euro, the explosion ofInternet stocks and investor focus on the more liquid large companies. To this day, some of the Second Market stocks, even with excellent fundamentals, have been avoided by investors.One may think that the latter await the confirmation of the economic recovery to look again at thistype of stock which is now substantially undervalued compared to large quoted companies.At September 30, 1999, the share price was 55 euros (a p/e of 21 on the basis of attributableprofit after taxation before amortisation of goodwill at September 30, 1999) which equales to amarket capitalisation of 413 million euros.

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ance

The stock market price has been adjusted to take account of capital increases.- The stock market index has been repositioned to the stock market price of December 1994.

25

35

45

55

65

75

85

95

Dec 9

4

Feb 9

5

Aug 9

5

Oct 95

Dec 9

5

Feb 9

6

April

96

June

96

Aug 9

6

Oct 96

Dec 9

6

Feb 9

7

April

97

June

97

Aug 9

7

Oct 97

Dec 9

7

Feb 9

8

April

98

June

98

Aug 9

8

Oct 98

Dec 9

8

Feb 9

9

April

99

June

99

Aug 9

9

Oct 99

Dec 9

9

Feb 0

0

June

95

April

95

In euros

Movement in share price compared to the Second Market index

July

97

Aug 9

7

Nov 9

7

Dec 9

7

Jan 9

8

Feb 9

8

March 9

8

April

98

May 9

8

June

98

July

98

Aug 9

8

Sept 9

8

Oct 98

Nov 9

8

Dec 9

8

Jan 9

9

Feb 9

9

March 9

9

April

99

May 9

9

June

99

July

99

Aug 9

9

Sept 9

9

Oct 99

Nov 9

9

Dec 9

9

0

2,000

4,000

6,000

8,000

10,000

12,000

14,000

16,000

18,000

Oct 97

Sept 9

7

Average daily transactions

Share price

Second MarketIndex

SHAREHOLDERS AT SEPTEMBER 30, 1999

Analysis of share capital

* following the merger /absorption of Manupar.

Analysis of voting rightsat a General Meeting

Stock market price

MONTHAverage price

Number of

(opening)Highest Lowest Value traded shares

(in millions of tradedFRF e e e e) in the month

1998January 453.50 69.14 75.39 65.55 5.60 77,593February 510.60 77.84 84.00 74.40 2.88 36,632March 531.40 81.01 84.91 76.83 4.29 52,688April 516.75 78.78 83.85 71.65 2.22 28,835May 509.13 77.62 94.52 68.07 10.15 129,206June 565.99 86.28 91.47 82.32 2.89 33,665July 576.95 87.96 91.32 80.95 5.47 62,914August 541.37 82,53 89,18 73.18 5.99 71,596September 405.98 61.89 72.87 49.24 2.75 48,770October 380.50 58.00 73.02 48.10 4.29 77,057November 427.89 65.23 73.94 56.10 2.47 38,719Décember 382.82 58.36 61.89 51.07 3.26 56,3101999January 372.58 56.80 62.00 48.00 2.36 43,001February 342.67 52.24 57.30 45.80 10.32 216,651March 331.59 50.55 53.80 47.00 7.63 157,777April 306.53 46.73 49.40 44.00 3.34 71,315May 343.39 52.35 57.65 48.00 16.27 313,043June 377.50 57.55 60.70 50.70 3.96 68,593July 333.75 50.88 56.00 45.95 2.31 45,448August 331.78 50.58 54.40 47.00 2.35 46,341September 362.22 55.22 63.00 49.40 5.54 97,760October 353.76 53.93 57.75 52.00 2.33 42,423November 380.26 57.97 61.90 53.15 4.48 76,562Décember 420.40 64.09 74.00 47.00 6.93 105,000

Treasury shares0.17 %*

Guichard Familly77.78 %

Public22.05 %

Guichard Familly79.46 %

Public20.54 %

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g r o u p o p e r a t i o n s

Major events and highlights

October 1998 Establishment of Manutan International SA as a holdingcompany. The distance selling operations are transferred to aseparate company under the name Manutan SA.

November 1998 Acquisition of 52 % of Plus Sro in the Czech Republic. Thisdistance selling company is our first operation in EasternEurope.

December 1998 Issue of the first “Design” catalogue in 7 languages.

Creation of Intranet network connecting 400 PCs in the group.

January 1999 Acquisition of the Swiss distance selling company Fabritec GmbH.

February 1999 Euroquipment Ltd, a British distance selling company, becomespart of the group and strengthens our UK presence.

March 1999 The legal separation of Manutan SA and ManutanInternational SA is achieved.

Our new Finnish subsidiary, established by Witre A/B(Sweden), despatches its first catalogue.

April 1999 The website “Manutan.com” goes on-line. This is theCorporate and Finance site for the group targeted at theinvestment and financial community.

Overtoom Belgium starts its new operating system with Baan.

June 1999 The Export and Marketing departments of Manutan SApreviously based at the Paris head office are transferred tothe Gonesse operational centre.

ManagementReport

1 - Group resultsa- Consolidated turnover

The slowdown of economic activity inEurope was more marked than we had

anticipated.Following the strong growth of 15% in

1997/98, we felt a change in the trend witheffect from summer 1998 : this became

more pronounced at the start of 1999 andcontinued until last summer.

A modest recovery was noted in the fourthquarter of our financial year

(July/September 1999).

Trend of the quarterly turnover.

in millions of euros

0

2

4

6

8

Oct/Dec. 1998 Jan/March 1999 April/June 1999 July/Sept 1999

5.9 %

1.7 %

3.2 %

7.5 %

We forecast a 6% growth in turnover for the year 1998/99. With consolidated turnover of344 million euros (2,257 million francs), the group reported growth of only 4.5%.If you eliminate the effects on consolidated turnover of the acquisition of new subsidiariesand the movements in foreign exchange, group turnover in fact only had a modest growthof 2.2% on a comparable basis.

b- Gross margin

Gross margin remained constant at 35.1 % compared to 34.9% in 1997/98. It appears thatgradual improvement is possible.

c- Selling and administrative expensesThese were influenced by the following :

- A maintained high level of promotional campaigns. However, their cost, in absoluteterms, being the same as the previous year, the margin after promotional costsimproved.

- A substantial increase in other operating costs (proportionately higher than themargins achieved), and this for two reasons :

1/ The costs arising from the strong growth of the previous year, and particularly staffrecruited during the year 1997/98, had a major impact on the year 1998/99 where theyhad a full year effect. 2/ The group did not wish to slow down the rate of its reorganisation and development. It isobvious that the costs of establishing a subsidiary for distance selling in France, the updatingof the Overtoom computer systems, the establishment of a new subsidiary in Finland, thecreation of our own Internet/Intranet, etc. had a significant effect on the costs for the yearand thus the group profit. It should be noted that, for the most part, these expenses are non-recurring.In fact we did not consider it wise to slow down our innovative and promising impetusfollowing an economic “puff of air”. The medium term for the group would suffer as a result.In total, the full amount of the administrative and commercial expenses was 89 millioneuros, an 11% increase over the previous year.

d- ProfitOperating profit amounted to 31.5 million euros (206.9 million francs, a 7.5% decline) andprofit on ordinary activities was 32.1 million euros (210.8 million francs, a 4% decline).Attributable net profit, after amortisation of goodwill (including a time apportionment of thegoodwill arising on the new subsidiaries) amounted to 16.2 million euros (106.3 millionfrancs, an 8.4% decline).

2- Financial structure The financial position of the group continues to improve. In fact, the policy adopted for anumber of years continued. This policy can be summarised thus :1/ To repay rapidly long and medium term financial debt subject to higher interest ratesthan those of today.2/ To finance from our own resources all investments be they tangible, intangible orfinancial.Such a policy has led to a substantial reduction in financial expense and has resulted inmodest net financial income for the first time in 4 years.It also helped consolidate a financial position that was already very sound. Groupshareholders’ equity represents over 60% of total liabilities ; long and medium term debthave virtually disappeared (5% of total liabilities). With working capital strongly positive,net cash balances, and substantial debt capacity, the group can continue withoutenvisaging any change to its attitude, its optimism and quest for growth.

3- Staff For the first time in its history, the group has passed the 1,000 employee mark ; at September 30, 1999 its staff numbered 1,041 people.On a constant basis, the average staff in 1998/99 grew by 80 people, mainly in sales andorder processing. The group also added to its marketing and management staff.The total staff can be analysed thus :

- 10 % in marketing,- 70 % in sales and order processing,- 20 % in supervision and administration.

4- Prospects a- The economic climateMost forecasters are optimistic : a rate of growth of 3% is forecast for the euro zone.In the United Kingdom, a recovery is anticipated ; however, in Germany, domestic demandis slow to pick up, but the 2nd half year should be satisfactory. France as well as Beneluxshould benefit from a good economic climate.

b- Financial year 1999/2000The year 1999/2000 should have the benefit of a more favourable economicclimate than the previous year.In addition, the initiatives such as the issue in November 1999 of the new“Manutan 2000” catalogue with 2,000 pages, 70,000 products and the newDesign catalogue published in 7 languages, should have a positive effect on sales.

c- Continued European development

- New geographic developmentsWe are studying further development opportunities in Europe and more particularly inAustria and Ireland.Our presence throughout almost all of the euro zone should now be accompanied by astrengthening of our position in certain countries where we are already present (Germanyfor example).

- Marketing strategiesOur desire is to be an essential player in every market where we have a presence. Alsoevery company is independent and adapts its marketing to local requirements.They can refer at any time to a data base of over 500,000 products to add to their productoffering.Every company is part of the implementation of a European marketing plan targeting thedevelopment of further market niches. The Design catalogue is an example of this.One of the overriding missions of Manutan International SA is to provide the generaldirection the group should take in the coming years.Additional areas of development have recently been given to the group marketingcommittees such as the development of new ranges of industrial consumables and thecreation of Internet sites.- A strategy of customer serviceAll steps taken are designed to provide our customers with the best and continuoussatisfaction. Thus our strategy demands :- a range of products covering the maximum of their general requirements,- high quality logistics,- competent and committed staff.

Conclusion

These various factors, the most significant, lead us to forecast a higher growth in ourturnover than in the previous year with a sustained good level of profitability.

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> Manutan SA (France)Due to a favourable fourth quarter, turnover grew by 2.6 % compared to the previous and exceptional

year. In a slow economic environment, the financial year 1998/1999 was both a year of consolida-

tion and change. In fact, Manutan SA consolidated its good operating profitability by improving in particular its gross margin, and dedicated itself to prepare for the future,

particularly by strengthening its organisation and developing new marketing tools.The year 1998/99 was a year of change to the structure. The creation of a subsidiaryfor distance selling under the name of Manutan SA led to a reorganisation of theoperating structures and, with effect from March 30, 1999, the appointment of a newChairman/Managing Director, Mr Rémi Rambaud.The year 1998/99 was also a year of change to the marketing plan : it was markedby the launch of new catalogues : - the “Maintenance” and “Design” catalogues, whose results have been very encouraging and which should lead us to expand our product offering,- the “Equipment for Utility Vehicles” catalogue, launched in February 1999, opens

another market that is growing.These recent developments were carried out as part of the new project, Manutan 2000,

which was launched in November 1998. This resulted in a marketing concept which tookthe shape of a new 2,000 page catalogue in November 1999.

This catalogue, containing almost 70,000 items, will be published once a year and supported by numerous publicity and loyalty campaigns.

We should also note the initiative which is unique as far as we know, to give a 99 year guaranteefor all products.

All these steps and the prospect of a recovery in capital spending lead us to be optimistic for the year 1999/2000.

South EuropeZone

(France – Portugal - Italy)

000 eContribution Increase 1998/99 1997/98Turnover + 2.5 % 142,168 138,675

Operating profit + 17.7 % 16,182 13,745

Cash flow + 7.4 % 12,121 11,287

Staff (in number) + 23 396 373

The 1998/99 year enabled Manutan International SA to organise its new structure. As thegroup holding company and quoted on the Second Market of the Paris Stock Exchange,

it thus has the means to co-ordinate the operations of all subsidiaries.It should be noted that, in March 1999, a subsidiary was created with a partial transfer of assets of the distance selling operations under the name of Manutan SA.This organisation became operational on October 1, 1998.Today we have a presence in 15 countries via 19 operating subsidiaries and a number of sales offices. Over 1,000 employees participate in our development.To ensure growth, it became necessary to accelerate our efforts to develop our positions in Europe and to consider further geographic expansion opportunities.To manage the changes in our business, it is worthwhile reflecting on the change in

our strategy and more precisely that of our e-strategy.To improve productivity and increase margins, it is necessary to search for further

synergies. To accompany change, we must continue to ensure our staff share our values.

These are the various areas where Manutan International SA acts to ensure progress.

g r o u p c o m p a n i e s

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> MPSA (France)Following the redefinition of a new business plan and the signing of an agreement to acquire the distance selling operations of Alcatel Diffusion, the previous year had an exceptional 80 % growth in turnover. The year1998/99 for MPSA was one of restructuring where the information systems were replaced, the staff reorganisedand a customer marketing structure created.For this new year, turnover was stable at 11.1 million euros (72.6 million francs, a 0.7 % decline) which was splitacross our three brands :- EquipIndustrie : we have fully reviewed the general catalogue and as a result it could not be issued until March1999 and not in September 1998.- Agrilog : the economic climate in the agricultural sector was truly negative throughout the year. As a result, wedecided to restrict the issue of the “Agricultural” catalogue to existing customers.- MPSA Alcatel Diffusion : for the second year of MPSA running this business, the results were encouraging,despite the restricted number of new products contained in the 1999 catalogues. An Internet site with securepayment facilities has been operational for some months.

> Bott SA (France)This year, we again recorded good growth in turnover of 11.4 %. All three product ranges had strong growth :technical equipment (improvement to work stations) grew 7 %, industrial equipment (traded products) grew by21 %, and vehicle equipment grew by 18 %.Additional initiatives will be launched in 1999/2000 : firstly the production of a new catalogue bringing togetherall our products. In addition, a new concept of “service partner” will appear, with the aim of creating a networkof resellers-installers of our equipment for vehicles.

> Manutan (Portugal)Up till now, this market was developed by Manutan SA. A local representative office ensured sales growth, thesesales being reported as direct exports by Manutan France.The success achieved has led to the establishment of an independent subsidiary with effect from next year.

> Veico SrL (Italie)The 11 % increase in turnover compared to the previous year is all the more remarkable since distance sellinghas not yet become a daily habit for Italian business and the economic climate was not particularly favourable.This further growth in turnover remains insufficient to reach the breakeven position, but lets us hope that we mayreach it within the next two years.

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> Overtoom Group - Manutan Bruxelles NV/SA (Netherlands – Belgium – Switzerland)

The 4 % growth in turnover by our Benelux operations remains acceptable and confirms our position as leaderin both the Netherlands and Belgium. As we indicated last year, the Overtoom staff had to continue to face a two-fold constraint :

- An extremely tight employment market with no improvement noted throughout the year, no matter the position ;

- the start-up of a new information system which was delayed a number of times for both technical reasons and the above-mentioned human ressources problems.

Despite all this, the new system started up, in Belgium in April 1999, and in the Netherlandssome days after the year end. They are now fully operational.

At the end of the year, the position was as follows :- expenses recorded during this year were substantiallyhigher than budgeted, in both personnel costs and information systems sub-contracting, which had anobvious adverse effect on profit, that still remainedabove 6 % (net after tax).However, Overtoom now has a high performance specification which provides the technology to effectively manage the new distribution channels(Internet), to integrate new information systems tools that

are available (multimedia data bases, CustomerRelationship Management (CRM), Supply Chain

Management, etc.).It should also be noted that :

• our other Belgium operation (Manutan Bruxelles NV/SA) continued to enjoy exemplary growth ;

• Overtoom International took control of FabritecGmbH in Basle, thus providing us with a Swiss

presence. This new subsidiary has recorded stronggrowth of 46 % in sales which would point to a very

promising future.• VSF Planservice BV, which specialises in the distribution of CAD/CAMoffice equipment, did not profit, as in the previous year, from majorcontracts. The offers prepared in 1998/99 should be fulfilled in 1999/00.

CentralEurope Zone

(Belgium – Netherlands –Germany – Czech Republic –

Switzerland)


Operating profit + 15.1 % 16,182 13,745

Cash flow + 9.7 % 10,855 9,893


> E.Z. Direkt Marketing GmbH (Germany)Plus Sro (Czech Republic)

With a 7 % increase in turnover compared to the previous year,EZ Direkt Marketing GmbH confirmed its ability to grow in alarge and very competitive market.This is all the more remarkable, as, contrary to our expecta-tions, a sharp decline in the German economy was felt in 1999.The GDP, which grew by 2.2 % in 1998, only grew by 1.6 % in 1999.Manutan International SA now controls 100 % of the sharecapital of EZ Direkt Marketing GmbH.In addition, in December 1998, EZ Direkt Marketing GmbHacquired 52 % of the capital of the Czech Republic companyPlus Sro based in Ostrava. Although this company is currentlyquite small (turnover of 1.5 million euros), it has, with the support of our German subsidiary, strong growth potential.Our optimism in respect of the strength of the European market in 1999/00 is to a large extent based on the good prospects for the German economy which should see GDP growth of 2.8 % ; this is why we have maintained alarge scale marketing plan. The next catalogue in November 1999 should, for the first time, exceed 1,000 pages.We anticipate establishing a group presence in Austria ; thus after the year end we have signed a letter of intentfor the acquisition of the company Kraus KG, which has operated in this market for fifty years. The company Kraus KG specialises in the distance selling of handling equipment, by offering in its catalogues large ranges ofsmall industrial equipment with dual specialisation, wheels and casters and roller conveyors. Based at Klagenfurt,Kraus KG employs 50 staff and has turnover of 7 million euros.

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> Key Industrial Equipment Ltd Turnover of Key Industrial Equipment Ltd declined by 7% despite the numerous steps taken :

1/ The start up of our new warehouse means that we can now deliver a large range of products within a very short space of time.

2/ The sales and marketing policies have again been reconsidered and strengthened.The quality of our catalogues in terms of product selection and presentation was

recognised by the award of two first prizes issued by the professional organisationfor distance selling in England (ECMOD 1999).

3/ An additional senior executive was recruited during summer 1999 from the distance selling world.All these steps were taken to avoid an even greater decline in sales ; however,they had an impact on profit which fell substantially compared to the previousyear.

> Euroquipment LtdIn January 1999, the UK holding company, Manutan Ltd, took control of one of the

leading challengers to Key Industrial Equipment Ltd by proceeding to acquireEuroquipment Ltd.

The size of this company is relatively significant (turnover of 8 million euros) which hasenabled it to achieve breakeven. The quality and efficiency of its management team

provides certain optimism for the future.The economic prospects for the United Kingdom are less dull for the year 1999/00, but insuffi-

cient to see a substantial improvement in our current turnover. However, a return to a better level ofprofitability remains a priority and this appears to be within our reach.

Seeking an acquisition, we decided to operate in the Republic of Ireland, no longer indirectly by considering thisto be an export market, but directly by acquiring our principal distributor, the company Metro Storage SystemsLtd, whose turnover of 2 million euros is constantly growing. This transaction should be completed in the firsthalf of next year.

UnitedKingdom Zone

(Key – Euroquipment)

000 eContribution Increase 1998/99* 1997/98Turnover + 3.8 % 45,697 44,021

Operating profit (28,5 %) 2,185 3,056

Cash flow (30 %) 2,292 3,275


The deterioration in the economic climate in the United Kingdom which we have suffered through the last two years, continued throughout the year. The United Kingdom had in fact the lowest growth across Europe in capital spending which adversely affected our sales. Also, the high level of Sterling substantially reduced export sales.

* Including Euroquipment for 9 months.

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> Witre GroupThe Witre Group again had good growth of 11% which was reduced somewhat onconsolidation due to the decline in the value of the Swedish crown compared tothe euro.Following a rather mediocre first half year, the group reported an accelerationin sales in Sweden and Norway. As for Denmark, our recent start up continuedits exceptional growth of 25% which enabled it to report a profit only two yearsafter its launch date.

From a position of strength, the Witre Group established a new subsidiary inFinland in March 1999. Although this market is buoyant, it appears to be more

difficult to penetrate than Denmark. The strong growth recorded in recent years and the establishment of the Danish

and Finnish subsidiaries have led not only to a significant increase in staff, but alsoto the decision to extend the capacity of the Swedish warehouse.

North EuropeZone

(Sweden – Denmark –Norway – Finland)


Operating profit + 82.6 % 1,445 791

Cash flow (22.4 %) 592 763


p r o p o s a l s o f t h e M a n a g e m e n t B o a r d

1. Proposed profit allocationWe propose to return to a distribution rate of 25 % of attributable net profit after amortisation ofgoodwill (being 16.2 million euros), which brings the amount distributed to 4,055,026 euros(26,599,227 francs), compared to 3,649,386 euros for the year ended September 30, 1998, anincrease of 11.1 %.

Consequently, the allocation of the profitof 4,738,020 euros reported by theholding company Manutan InternationalSA at September 30, 1999 should be asfollows :

being 0.54 euros for each of the 7,503,751 shares with a nominal value of 2 euros, together with atax credit of 0.27 euros, representing a gross dividend of 0.81 euros per share.

This dividend will be payable within 15 days following your approval by Lazard Frères et Cie, BanqueNationale de Paris and Banque SanPaolo.

It should be noted that, for the last threefinancial years, dividends paid were asfollows :

2. Renewal of the terms of office of members of the SupervisoryBoardAt the request of the Supervisory Board, the Management Board proposes to the Annual GeneralMeeting to renew the terms of office of the following members of the Supervisory Board as their termsof office are about to expire :- Mr André P. Guichard- Mr Alain Juliard- Mrs Hélène Guichard- Mrs Claudine GuichardThese terms of office will be renewed for a period of six years until the end of the Annual GeneralMeeting called to approve the financial statements for the year 2004/05.

3. Directors’ feesAt the request of the Supervisory Board, the Management Board proposes to set the Directors’ fees at79,273.49 euros for the current and subsequent years until it is decided otherwise.

Legal reserve Eur 360,317Dividends Eur 4,055,026Other reserves Eur 322,677

Eur 4,738,020

Distributionfor the Dividend Tax Gross

financial year paid credit dividend

1995/1996 (*) Eur 0.48 Eur 0.24 Eur 0.721996/1997 (**) Eur 0.48 Eur 0.24 Eur 0.721997/1998 (***) Eur 0.48 Eur 0.24 Eur 0.72(*) in respect of 7,330,204 shares(**) in respect of 7,416,384 shares(***) in respect of 7,480,751 shares

A year of change ; one can qualify the year 1998/99 with these dominant features :

- A consolidation of the organisation established during the previous and exceptional year,

- An unpromising economic climate, however the improvement towards the end of the periodaugurs well for the future,

- Continued European development which is also promising.

More than ever, your group has an enviable position in Europe and it continues to provide thenecessary resources, not only to preserve itself, but to improve further.

The group now has a presence in 15 countries, bringing together 19 subsidiaries, and has over1,000 employees for the first time.

Your Board wishes to extend its gratitude for everything accomplished to date and hopes for greatsuccess in meeting the challenges of the future.

During this year, your Board was regularly informed by the Management Board concerning thegroup’s and company’s activities. It carried out the verifications and checks it deemed necessaryas part of its supervisory duties.

In accordance with Article 128 of the law of July 24, 1966, we hereby present our comments onthe report by the Management Board and on the accounts for the year.

1/REPORT OF THE BOARD OF MANAGEMENT

We have no comments to make on the report by the Management Board.

2/FINANCIAL STATEMENTS FOR THE YEAR

We have no comments to make on the company and the consolidated financial statements for theyear ended September 30, 1999.

Therefore, we ask you to approve the accounts for this year, as well as the proposed allocation ofprofit and all the resolutions submitted for your approval.

André P. GUICHARDChairman of the Supervisory Board

page 37

R e p o r to f t h e S u p e r v i s o r y B o a r d

R e s o l u t i o n s S u b m i t t e dt o t h e A n n u a l G e n e r a l M e e t i n g

FIRST RESOLUTIONHaving considered the report of the Board of Management, the report of the Supervisory Board andthe report of the Statutory Auditors for the year ended September 30, 1999, the Meeting approvesthe financial statements for this year.

SECOND RESOLUTIONOn the terms provided by the last paragraph of Article 145 of the French Companies Law, theMeeting approves the agreements covered by the provisions of Article 143 as presented in the special report of the Statutory Auditors.

THIRD RESOLUTIONOn the proposal of the ManagementBoard, the Meeting decides to allocatethe profit for the year of 4,738,020 eurosas follows :

The net dividend per share is thus 0.54 euros, which, together with a tax credit of 0.27 euros,provides a gross dividend of 0.81 euros for each of the 7,503,751 shares comprising the capital.At the date of payment, the amount of dividend related to treasury shares will be allocated to theprofit carried forward.Moreover, the Meeting acknowledgesthat, over the past three years, the follo-wing dividends have been paid per share(with a nominal value of 2 euros) togetherwith the related tax credit :

FOURTH RESOLUTIONThe Meeting decides to renew the terms of office, as members of the Supervisory Board, as theyare about to expire : - Mr André P. Guichard- Mr Alain Juliard- Mrs Hélène Guichard- Mrs Claudine Guichardfor a period of six years ending at the Annual General Meeting called to approve the financial statements for the year ended September 30, 2005.

FIFTH RESOLUTIONThe Meeting decides to increase the total amount of Directors’ fees to 79,273.49 euros for the cur-rent and subsequent years until decided otherwise.

SIXTH RESOLUTIONAll powers are granted to the bearer of the original, an extract or a copy of the minutes of the currentMeeting to fulfil all necessary formalities, publicity and filing.

Legal reserve Eur 360,317Dividends Eur 4,055,026Other reserves Eur 322,677

Eur 4,738,020

Distributionfor the Dividend Tax Gross

financial year paid credit dividend

1995/1996 (*) Eur 0.48 Eur 0.24 Eur 0.721996/1997 (**) Eur 0.48 Eur 0.24 Eur 0.721997/1998 (***) Eur 0.48 Eur 0.24 Eur 0.72(*) in respect of 7,330,204 shares(**) in respect of 7,416,384 shares(***) in respect of 7,480,751 shares

ConsolidatedFinancial

Statements

The1998/99 consolidated

accounts of the Manutan groupare reported in euros. For

comparability, the two previous years’accounts have been converted to euros at

the official rate (1 euro = 6.55957 francs).Figures for 1998/99 in the balance sheet,income statement and cash flow statement arealso stated in francs.

R e p o r to f t h e S t a t u t o r y A u d i t o r s

Ladies and Gentlemen, Shareholders of the Manutan International SA company,

In accordance with the terms of our appointment, given by your Annual General Meeting, we havecarried out an audit of the accompanying consolidated financial statements, denominated in euros,of Manutan International SA for the year ended September 30, 1999.The consolidated financial statements were prepared by the Management Board. Our responsibilityis to express an opinion on these financial statements based on our audit.We conducted our audit in accordance with generally accepted auditing standards. These standardsrequire that we plan and perform our audit to obtain reasonable assurance that the financialstatements are free of material misstatement. An audit includes examining, on a test basis,evidence supporting the amounts and disclosures in the financial statements. An audit alsoincludes assessing the accounting principles used and significant estimates made by management,as well as evaluating the overall financial statement presentation. We believe that our audit providesa reasonable basis for our opinion expressed below.We certify that the consolidated financial statements give a true and fair view of the state of affairsand profit of the group comprising the entities included in the consolidation.We have also carried out the verification of the information contained in the group managementreport. We have no comments to make as to its fair presentation and conformity with theconsolidated financial statements.

Neuilly-sur-Seine and Nantes, January 18, 2000

The Statutory Auditors

Barbier Frinault et Associés Franck NoëlArthur Andersen

Jean-Claude Lallau

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B a l a n c e S h e e ta t S e p t e m b e r 3 0

in thousands1999 1998 1997

Notes FRF(*) e e e

ASSETSCURRENT ASSETSCash and bank 20 86,920 13,251 6,240 9,599Short-term investment securities 10 2,042 311 13,707 12,406Trade debtors 9 400,665 61,081 53,933 46,154Other debtors and accruals 9 66,656 10,162 7,766 6,229Inventories 8 188,024 28,664 28,096 21,879

744,307 113,469 109,742 96,267

FIXED ASSETSFinancial assets 7 5,260 802 786 710Tangible assets 6 282,081 43,003 40,782 40,869Intagible assets 5 48,045 7,325 3,126 1,626Goodwill 5 385,687 58,797 51,393 54,606

721,073 109,927 96,087 97,811

TOTAL ASSETS 1,465,380 223,396 205,829 194,078

LIABILITIES AND SHAREHOLDERS’ EQUITYCREDITORSTrade creditors 13 313,869 47,849 45,462 37,654Other creditors and accruals 13 104,741 15,968 19,610 15,070Borrowings 12 130,708 19,926 14,149 26,511

549,318 83,743 79,221 79,235

PROVISIONS FOR LIABILITIES AND CHARGES 11 27,957 4,262 4,715 3,466

Minority interests 5,904 900 790 5,228

Share capital 98,443 15,008 11,404 11,306Share premiums 29,928 4,562 4,303 1,243Consolidated reserves 647,571 98,722 87,712 79,180Profit for the year 106,259 16,199 17,684 14,420

882,201 134,491 121,103 106,149

TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY 1,465,380 223,396 205,829 194,078(*) Rounding differences may arise due to the application of legal translation rules.

I n c o m e S t a t e m e n t

in thousands

1998/99 1997/98 1996/97

Notes FRF(*) e e e

Turnover 15 2,256,731 344,036 329,257 285,504

Cost of goods sold (1,464,072) (223,196) (214,383) (185,337)

Gross margin 792,659 120,840 114,874 100,167

Selling and administrative expenses 16 (585,768) (89,300) (80,776) (70,064)

Operating profit 206,891 31,540 34,098 30,103

Financial result 17 3,953 603 (631) (562)

Profit on ordinary activities 210,844 32,143 33,467 29,541

Exceptional result 18 123 19 323 (1)

Taxation 19 (78,322) (11,940) (12,573) (11,635)

Profit after taxation

(before amortisation of goodwill) 132,645 20,222 21,217 17,905

- Minority interests 135 21 320 365

- Profit attributable to shareholders 132,510 20,201 20,897 17,540

Amortisation of goodwill (26,251) (4,002) (3,213) (3,120)

Net profit

(after amortisation of goodwill) 106,394 16,220 18,004 14,785

- Minority interests 135 21 320 365

- Profit attributable to shareholders 106,259 16,199 17,684 14,420

Comparable earnings per share

(attributable profit after taxation before

amortisation of goodwill - in euros) 20 17.66 2.69 2.78 2.34

(*) Rounding differences may arise due to the application of legal translation rules.

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M o v e m e n ti n S h a r e h o l d e r s ’ E q u i t y

In thousands of euros

Share Share Consolidated Profit Translation Treasury Group Minoritycapital premiums reverses for the year adjustment shares shareholders’ interests

Notes equity

At September 30, 1996 11,175 231 70,377 14,953 (3,246) 93,489 4,137

Profit :- profit allocation 14,953 (14,953)- profit for the year 14,420 14,420 365

Dividends paid (3,576) (3,576) (165)

Capital increase 131 1,012 1,143

Impact of changes - in exchange rates 673 673 615- in group structure 276

At September 30, 1997 11,306 1,243 81,754 14,420 (2,573) 106,149 5,228

Profit :- profit allocation 14,420 (14,420)- profit for the year 17,684 17,684 320

Dividends paid (3,618) (3,618) (2,087)

Capital increase 98 3,061 3,159

Impact of changes- in exchange rates (660) (660) 229- in group structure (1,611) (1,611) (2,900)

At September 30, 1998 11,404 4,303 90,945 17,684 (3,233) 121,103 790

Profit :- profit allocation 3,557 14,127 (17,684)- profit for the year 16,199 16,199 21

Dividends paid (3,643) (3,643) (25)

Capital increase 22 46 259 305

Impact of changes - in exchange rates 22 1,556 1,556 (9)- in group structure 22 (1,029) (1,029) 123

At September 30, 1999 15,008 4,562 101,429 16,199 (1,677) (1,029) 134,491 900

C a s h F l o w S t a t e m e n t

in thousands

1998/99 1997/98 1996/97Notes FRF(*) e e e

CASH AND CASH EQUIVALENTS BEGINNING OF YEAR 23 104,367 15,912 19,095 17,805

OPERATING ACTIVITIES

Cash flow 23 169,630 25,860 25,218 23,208Change in operating working capital requirements 23 (42,093) (6,417) (4,123) (5,063)

CASH FLOW FROMOPERATING ACTIVITIES (A) 127,538 19,443 21,095 18,145

INVESTING ACTIVITIES

Acquisition of intangible fixed assets (33,454) (5,100) (2,553) (915)Acquisition of tangible fixed assets (35,468) (5,407) (11,902) (8,761)Acquisition of financial fixed assets (76,452) (11,655) (4,532) (4,593)Disposal of tangible fixed assets 767 117 592 138Cash balances of acquired companies 3,823Changes in debts related to fixed assets (33,513) (5,109) (396) 2,264

CASH FLOW USED IN INVESTING ACTIVITIES (B) (178,119) (27,154) (14,968) (11,867)

FINANCING ACTIVITIES

Dividends paids to shareholders of the parent company (23,897) (3,643) (3,618) (3,576)Dividends paids to minority interests in consolidated companies (164) (25) (2,087) (165)Repayment of borrowings (17,212) (2,624) (1,154) (690)Increase in borrowings 729Increase in loans (79) (166)Repayment of debts related to Overtoom acquisition (2,273) (3,008)Increase in capital 2,001 305 398 1,143Treasury shares accounted within shareholders’ equity (6,750) (1,029)

CASH FLOW FROMFINANCING ACTIVITES (C) (46,022) (7,016) (8,813) (5,733)

Translation adjustment (D) 3,352 511 (497) 745NET CHANGE IN CASH AND CASH EQUIVALENTS (A + B + C + D) (93,251) (14,216) (3,183) 1,290

CASH AND CASH EQUIVALENTS END OF YEAR 23 11,116 1,696 15,912 19,095

(*) Rounding differences may arise due to the application of legal translation rules.

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The accounting principles used in the Manutan group consolidated accounts are in accordance withthe law of January 3, 1985 and the new methodology in respect of consolidated accounts (Rule n°99-02 of the Comité de Réglementation comptable, the French Accounting Standards Committee)as well as the accounting principles recommended by the International Accounting StandardsCommittee (IASC).

Note 1 - Group structure

1-1- The group structure includes all companies in which Manutan International SA directly or indirectly holds at least 20 % of voting rights at September 30, 1999.The group exercises exclusive control (in law or in fact) over all companies included in the groupstructure. These companies, thus fully consolidated, are the following :

Group interestsList of consolidated companies %Manutan International SA (France)Manutan SA (France) ...................................................................................................... 100.00Manutan NV/SA (Belgium) .............................................................................................. 94.44Bott SA (France) ............................................................................................................. 49.08MPSA (France)................................................................................................................ 99.08SCI Philippe Auguste (France).......................................................................................... 100.00Manutan Ltd (United Kingdom)........................................................................................ 100.00Key Industrial Equipment Ltd (United Kingdom)................................................................ 100.00Euroquipment Ltd (United Kingdom) ................................................................................ 100.00Veico Srl (Italy)................................................................................................................ 100.00EZ Direkt Marketing GmbH (Germany).............................................................................. 100.00Plus Sro (Czech Republic) ............................................................................................... 52.00Witre A/B (Sweden) ........................................................................................................ 100.00Witre A/S (Norway) ......................................................................................................... 100.00Witre Danmark A/S (Denmark)........................................................................................ 100.00Witre Oy (Finland) ........................................................................................................... 100.00Manovert BV (Netherlands) ............................................................................................. 100.00Overtoom International BV (Netherlands)......................................................................... 100.00Overtoom International Belgium NV/SA (Belgium) ............................................................ 100.00Overtoom International Nederland BV (Netherlands) ........................................................ 100.00VSF Planservice BV (Netherlands) ................................................................................... 100.00Fabritec GmbH (Switzerland) ........................................................................................... 100.00

The new corporate name for Key Industrial Holdings Ltd is Manutan Ltd.

MPSA is the new brand name of M.Prud’homme SA, which remains the legal name for this company.

1-2 - Change in group structureDuring the year the group :- created a subsidiary for the French mail order operation under the name of Manutan SA ; the group

holding company took the name of Manutan International SA. This was effective from October 1, 1998 ;

- purchased, via Manovert BV, the 14.43 % minority interest in the German company Ezd MarketingGmbH so that it now holds 100 % with effect from October 1, 1998 ;

- took a 52 % holding via Ezd Marketing GmbH in the Czech company Plus Sro with effect from November 3, 1998 ;

- acquired 100 % of the English company Euroquipment Ltd via Manutan Ltd with effect from February 1, 1999 ;

acquired 100 % of the Swiss company Fabritec GmbH via Overtoom International BV and ManovertBV with effect from January 1, 1999 ;- created a new company, Witre Oy in Finland via Witre A/B.Each of these new companies operates in the same business of distance selling of industrial andoffice equipment. These acquisitions open new geographic markets for the group and strengthenits position in the United Kingdom.The impact of these changes in group structure on the comparability of accounts is explained innote 2 and also in the notes to the balance sheet and income statement.

Note 2 - Comparability of accounts

On the same group structure as 1997/98, turnover would have been 335,324 thousand euros.These transactions had no significant incidence on the various levels of profit.

Note 3 - Year end

The accounts used for consolidation purposes are the annual accounts at September 30, 1999.As SCI Philippe Auguste has a December 31 year end, accounts were prepared for the year October 1, 1998 to September 30, 1999.In addition, for the companies that became part of the group, the accounts used covered the period from the date of acquisition to September 30, 1999.

Note 4 - Translation of financial statements and currency transaction

The accounts of foreign companies are translated in accordance with the following principles :- the balance sheet using the closing rate,- the income statement using the average annual rate (the average of the month end rates for the

12 months),- the profit after taxation using the average annual rate,- exchange gains and losses arising on the opening shareholders’ equity or on movements in

shareholders’ equity during the year (increase in capital, acquisition etc.) or in income statementitems are included in shareholders’ equity and allocated between group interest and minority interests. The effect of these gains and losses is reported separately in the schedule of movements in shareholders’ equity.

Translation adjustments in respect of amounts receivable and payable denominated in foreign currencies in the accounts of consolidated companies are taken directly to the income statement.

Note 5 - Intangible fixed assets

5-1 - Basis of accountingStart-up expensesThese are fully written off in the year in which they are incurred.

Intangible fixed assetsThese are recorded at their cost of acquisition which includes purchase price as well as all costsincurred to bring them into use.

SoftwareLicences to use packages and software together with upgrades are amortised from the date theyenter service on a straight line basis over a period from 1 to 5 years depending on their purpose.Lease finance contractsAssets available to the group by way of lease finance are capitalised on the basis of theircontract value and written off according to the above method.

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GoodwillGoodwill represents the difference between the cost of acquiring securities and the total value ofthe assets and liabilities identified at the date of acquisition.The cost of acquisition comprises expenses, net of taxes, directly related to the acquisition toge-ther with the current value of debt in the event of deferred or stage payments.In addition, identified assets and liabilities at the date of acquisition are valued at their currentvalue, which leads to the determination of goodwill.Goodwill is amortised on a straight line basis over a period which takes into account the assump-tions made and the objectives fixed at the time of acquisition. This period does not exceed 20 years.

5-2 - Analysis and movements

in thousands of eurosAcquisit. Disposals Group Translation

01/10/98 Increases Decreases struct. adj. adjustment Reclass. 30/09/99

CostSoftware 7,795 2,368 (154) 181 125 1,212 11,526Licences, patents, etc. 685 - - - - (658) 27Purchased goodwill 549 5 - - 26 - 580Fixed assets in progress 1,817 2,728 - - 1 (566) 3,980Goodwill 62,383 11,417 (10) - - - 73,790

TOTAL 73,229 16,518 (164) 181 151 (11) 89,904

Amortisation and provisionsSoftware (6,534) (1,069) 152 (6) (89) (639) (8,185)Licences, patents, etc. (670) - - - - 643 (27)Purchased goodwil (515) (36) - - (26) - (576)Fixed assets in progress - - - - - - -Goodwill (10,990) (4,003) - - - - (14,993)

TOTAL (18,709) (5,108) 152 (6) (115) 4 (23,782)

Net book value 54,520 11,410 (12) 175 37 (8) 66,122

SoftwareSoftware acquired under a leasing contract has a cost of 1,246 thousand euros and a net bookvalue of 200 thousand euros at September 30, 1999.

Purchased goodwillThe purchased goodwill of Witre A/B and MPSA represent most of this item and it has been fullyamortised.

Fixed assets in progress At September 30, 1999, the fixed assets in progress related exclusively to the Baan licence acquired by Overtoom International Nederland BV as well as the related developments. This onlyentered service after September 30, 1999.

Goodwillin thousands of euros

Transaction Gross Amort. Net valuedate Duration value 30/09/99 30/09/99

Overtoom Group 01/04/1995 20 years 62,086 (13,969) 48,117EZD GmbH (1) 5 years 2,262 (567) 1,695Plus Sro 03/11/1998 5 years 468 (86) 382Fabritec GmbH 01/01/1999 5 years 617 (93) 525Euroquipment Ltd 01/02/1999 20 years 8,357 (278) 8,079

TOTAL 73,790 (14,993) 58,797

(1) 4 transactions occurred during the years 1996/97 and 1998/99.

Goodwill is amortised over 20 years for long established companies and over 5 years for thosemore recently established.

Note 6 - Tangible fixed assets

6-1 - Basis of accountingTangible fixed assets are recorded at their acquisition cost which comprises the purchase price aswell as costs incurred to make them available for use.Depreciation is calculated from the date of entering service using the straight line method over theexpected useful life of the asset :- buildings : 20 years for buildings used mainly as warehouses and 25 years for offices ;- fixtures and fittings : 10 years ;- computer hardware : 3 or 5 years ;- other tangible assets (transport, plant and equipment, office furniture and equipment) : 5 years.

6-2 - Analysis and movementsin thousands of euros

Acquisit. Disposals Group Translation

01/10/98 Increases Decreases struct.adj. adjustment Reclass. 30/09/99

CostLand 7,828 51 - - 165 34 8,078Buildings 34,969 498 (992) 409 483 (738) 34,629Fixtures and fittings 10,676 1,233 - 155 195 464 12,722Computer hardware 7,712 2,258 (420) 185 70 25 9,830Other tangible fixed assets 3,828 1,367 (388) 337 79 223 5,446

TOTAL 65,013 5,407 (1,799) 1,085 993 7 70,705

DepreciationBuildings (11,287) (1,467) 992 - (83) 26 (11,820)Fixtures and fittings (5,037) (1,048) - (51) (47) (11) (6,193)Computer hardware (5,532) (1,421) 381 (88) (46) 82 (6,625)Other tangible fixed assets (2,375) (739) 335 (143) (44) (97) (3,064)

TOTAL (24,231) (4,676) 1 707 (281) (221) 0 (27,702)

New book value 40,782 731 (93) 804 772 7 43,003

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6-3 - Lease finance

The following are included in table 6.2 above :

in thousands of eurosAcquisit. Disposals Group Translation

01/10/98 Increases Decreases struct. adj. adjustment 30/09/99

CostLand 1,096 - - - - 1,096Buildings 10,790 - - - 1 10,791Fixtures and fittings 2,341 - - - 1 2,342Computer hardware 2,069 - - 55 5 2,129Other tangible fixed assets - - (32) 219 16 202TOTAL 16,296 0 (32) 274 23 16,561

DepreciationBuildings (3,224) (499) - - - (3,723)Fixtures and fittings (1,610) (145) - - (1) (1,756)Computer hardware (2,000) (40) - (1) (2) (2,043)Other tangible fixed assets - (19) 26 (75) (5) (73)TOTAL (6,834) (703) 26 (76) (8) (7,595)

New book value 9,462 (703) (6) 198 15 8,966

6-4 - MortgagesThe amount of tangible fixed assets given as guarantee for bank borrowing was 7,926 thousandeuros.

Note 7 - Financial fixed assetsin thousands of euros

Acquisit. Disposals Group Translation

01/10/98 Increases Decreases struct. adj. adjustment 30/09/99

CostInvestments in non consolidated subsidiaries 22 - - (22) - -Loans 685 5 - - - 690Other financial fixed assets 79 34 (1) - - 112TOTAL 786 39 (1) (22) - 802

ProvisionsInvestments in non consolidated subsidiaries - - - - - -

TOTAL - - - - - -

Net book value 786 39 (1) (22) - 802

(1) The movement in theinventory provisions

between September 30, 1998

and September 30, 1999is due to increases of

1,102 thousand euros,reductions of

419 thousand euros,increases due to the

effect of changes to thegroup structure of

33 thousand euros andtranslation adjustments of

10 thousand euros.

(1) The movement inprovisions for trade

debtors between September 30, 1998

and September 30, 1999is due to increases of

1,147 thousand euros,reductions of

747 thousand euros,increases due to changes

in the group structure of41 thousand euros and

translation adjustments of9 thousand euros.

(1) Relates primarily tocosts committed for non-

distributed catalogues.

Note 8 - Inventories

Inventories comprise primarily goods purchased for resale. Gross value comprises the purchase price and related expenses (freight, packaging and other directexpenses). Inventories are valued using average cost method.Provisions for inventories are based on the following considerations :- out of collection items,- slow-moving items,- showroom inventory and goods on consignment.


30/09/99 30/09/98 30/09/97

Gross value 31,243 29,949 23,425Provisions (1) (2,579) (1,853) (1,546)

Net book value 28,664 28,096 21,879

Note 9 - Trade and other debtors

9-1 - Trade debtorsTrade debtors consist of a large number of small accounts spread over several hundreds of thousands of customers. These debtors are recorded at their invoice value. A provision is made according to the irrecoverability of the sum due : this is calculated on the ageand specific risk of the debt.


30/09/99 30/09/98 30/09/97

Gross value 63,474 55,876 48,071Provisions (1) (2,393) (1,943) (1,917)

Net book value 61,081 53,933 46,154

9-2 - Other debtors and accruals


30/09/99 30/09/98 30/09/97

Advances and deposits on orders 682 571 644Miscellaneous debtors 7,231 5,004 2,955Accruals (1) 2,248 2,191 2,630

TOTAL 10,162 7,766 6,229

All debtors are collectible in less than one year except for a claim against the French governmentfor recoverable VAT (included in miscellaneous debtors), linked to the abolition of the rule of a onemonth delay, for 258 thousand euros. This claim is to be reimbursed over a period not exceeding20 years and accrues interest at 0.1 %.

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Note 10 - Short term investment securities

Short-term investments are reported on the balance sheet at their acquisition cost and are mana-ged according to the FIFO method. A provision is created when their market value is below theirbook value.At September 30, 1999, the value of the other short-term investment securities was the same astheir market value.

Note 11 - Provisions for liabilities and charges


30/09/99 30/09/98 30/09/97

Retirement and similar commitments 986 724 645Deferred taxation 2,518 1,945 2,489Euro and Year 2000 263 1,217 -Returned goods and other 495 829 332

TOTAL 4,262 4,715 3,466

Retirement and similar commitmentsThe provision in the balance sheet at September 30, 1999 is 986 thousand euros and relates tothe French, Dutch and German companies. It covers retirement indemnities of 404 thousand eurosfor the French companies and 404 thousand euros for the German company and pre-retirementindemnities of 178 thousand euros for the Dutch companies.

Commitments are determined according to an actuarial calculation based on the following factors :retirement age, probability of early retirement by existing personnel, mortality rate estimates, sala-ry increase rates until retirement, country inflation rates and financial interest rates. The provisioncovers everyone concerned.

Company regulations in other countries result in these commitments, where they exist, being included in other creditors.

Deferred taxationSee note 19.

Euro and year 2000Everything generated by the introduction of the euro and the year 2000 covering information sys-tems and communication with partners of the group companies was carried out during the year :these costs were covered by a provision set up at September 30, 1998. Taking account of the stepsto be taken to manage these two events and not yet completed, a provision of 263 thousand euroshas been maintained in respect of all group companies.

ReturnsA provision is established to cover the cost of goods returned after the year end. This takes accountof the loss of gross margin as well as costs directly related to such returns (transport, packaging,repair, etc.). The provision is a function of the return rate determined statistically by each company.

LitigationThere is no pending litigation or exceptional issue likely to have, or having recently, a significanteffect on the group’s financial position

Note 12 - Borrowings

12-1 - Analysis by borrowing category


30/09/99 30/09/98 30/09/97

Bank loans 3,277 4,684 5,891Liabilities corresponding to capitalised leased assets 4,837 5,469 13,287Loans and other financial liabilities 14 15 4,474Short term bank borrowings 11,797 3,981 2,859

TOTAL 19,926 14,149 26,511

The Manutan group is committed to variable interest rates for most of this debt with only 1,641 thousand euros financed at fixed rates which are periodically revised.

12-2 - Analysis by repayment schedule


30/09/99 30/09/98 30/09/97

Less than 1 year 13,450 6,297 10,6201 to 5 years 4,681 4,600 8,259More than 5 years 1,795 3,252 7,632

TOTAL 19,926 14,149 26,511

12-3 - Analysis by currency


30/09/99 30/09/98 30/09/97

French Francs 6,984 4,683 6,962Dutch Guilders 6,264 2,087 11,075Deutschemarks 2,793 3,026 2,966Belgian Francs 1,980 1,767 1,876Pound Sterling 1,371 1,922 2,916Swedish Crowns 338 664 716Czech Crowns 197

TOTAL 19,926 14,149 26,511

Risk due to movement in exchange rates is not significant as most debt is denominated in curren-cies within the euro zone.

12-4 - Secured debtDebt secured by mortgages on assets relate to capitalised lease liabilities of 4,837 thousand eurosand mortgages of 7,926 thousand euros.

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Note 13 - Trade and other creditors


30/09/99 30/09/98 30/09/97

Trade creditors 47,849 45,462 37,654Other creditors and accruals

- corporation tax payable 762 2,541 1,980- Other creditors 15,205 17,069 13 ,090

TOTAL 63,817 65,072 52,724

At September 30, 1999, all these liabilities were due within 1 year.

Note 14 - Off balance sheet commitments

Confirmed unused credit lines at September 30, 1999 amounted to 77,800 thousand euros, bankguarantees to 1,080 thousand euros and financial commitments in respect of vehicle leasing to2,781 thousand euros.

Note 15 - Turnover

Turnover includes the sale of goods and services that generally appear in sales support as well asdirectly related elements (transport, packaging, assembly, including discounts deducted …).

Note 16 - Selling and administrative expenses

16-1 - Analysis by type

Promotional expenses (included in other external purchases) are charged to the income statementwhen the activity takes place. In particular, catalogue production cost is expensed at the momentof despatch.


1998/99 1997/98 1996/97

Other external purchases (41,379) (37,669) (32,687)Taxes (1,603) (1,450) (1,273)Personnel expenses (41,529) (34,916) (31,896)Depreciation (5,692) (4,860) (4,446)Provisions (net) 319 (2,959) (525)Other revenues and expenses 584 1,078 763

TOTAL (89,300) (80,776) (70,064)

Employee profit sharing is included in personnel expenses : 672 thousand euros in 1998/99,522 thousand euros in 1997/98 and 435 thousand euros in 1996/97.Provisions are net of charges, releases, gains and losses on bad debts.Other revenues and expenses also include normal gains and losses on asset disposals.

1998/99 1997/98 1996/97

ManagementEmployees

156 138 130

729766885

TOTAL 1,041 TOTAL 904 TOTAL 859

16-2 - Personnel expenses

Analysis of staff :

Analysis of personnel expenses :

in thousands of euros1998/99 1997/98 1996/97

Employees (13,123) (23,914) (20,972)Management (28,406) (11,002) (10,924)

TOTAL (41,529) (34,916) (31,896)

Attendance fees paid to members of the Supervisory Board amounted to 64 thousand euros.Remuneration paid during the financial year for services rendered to subsidiaries by senior mana-gement of the consolidating company amounted to 452 thousand euros (including social charges).

Note 17 - Financial result


Net income from cash management 596 837 949Provisions for short-term investment securities 378 (378) -Net impact of exchange rate fluctuations (110) (237) (181)Interest expenses on capitalised leased assets (261) (758) (976)Interest expenses related to the acquisition of Overtoom - (95) (354)

TOTAL 603 (631) (562)

The provision of 378 thousand euros in respect of treasury share held by the group at September 30, 1998 and reported in short-term investment securities was released in 1998/99.The treasury shares held at September 30, 1999 are now reported as long term securities. Theirgross value was allocated to group shareholders’ equity (see note 22.4). The provision was eliminated on consolidation.

Note 18 - Exceptional resultThe items reported as exceptional income/(expense) are income or costs of events or transactionsclearly distinct from the ordinary activities of the business and which as a result are unlikely to recurin a frequent or regular manner.

Note 19 - Taxation

19-1- Basis of accounting Deferred taxes have been calculated in accordance with the standard IASC 12 (revised) and the newmethodology in respect of consolidated accounts. They result from restatements and eliminationsmade and temporary timing differences arising between the taxable base and the reported profit.They have been based on the tax rates and regulations in force at the year end.

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19-2- Analysis and movements in the bases of deferred taxesDeferred taxes can be analysed thus :

1998/99 1997/98 1996/97

Deferred tax assets 603 0 0Deferred tax liabilities 2,518 1,945 2,489

At September 30, 1999, deferred tax assets and liabilities were offset within the same company.At September 30, of previous years, all assets and liabilities were offset at the level of the groupwith the recognition of a deferred tax liability.

19-3- Other analysis and movementsThe difference between the effective tax rate and the French statutory tax rate (as a percentage ofprofit before taxation and amortisation of goodwill) is as follows :

1998/99 1997/98 1996/97

French statutory tax rate 40.00 % 41.66 % 41.66 %Permanent differences between the accounting profit and the taxable profit (1.30 %) (1.41 %) (0.70 %)Losses carried forward 0.83 % 0.42 % 2.53 %Write back of losses carried forward (0.08 %) (0.16 %)Differences in taxation rates (2.32 %) (3.31 %) (4.10 %)

Effective tax rate 37.13 % 37.20 % 39.39 %

As of the date of the accounts, bearing in mind the uncertainty of their recoverability, deferred taxassets resulting from losses which can be carried forward, amortisation deemed deferred, or long-term capital losses not applied, have not been accounted for and represent potential assets ofsome 3,740 thousand euros at September 30, 1999.Taxation for the financial year amounted to 12,445 thousand euros which was 11,899 thousandeuros taxation payable and 544 thousand euros of a deferred tax charge.

Note 20 - Comparable earnings per share

Earnings per share are calculated on the profit attributable to shareholders. The number of sharesused in the calculation is 7,503,751 (total at September 30, 1999). Earnings per share for earlieryears have been restated on this basis.

in euros1998/99 1997/98 1996/97

Profit before taxation and goodwill amortisation 4.28 4.46 3.89Profit after taxation and before goodwill amortisation 2.69 2.78 2.34Profit after taxation and goodwill amortisation 2.16 2.36 1.92

The impact of the dilution resulting from non-exercised options to subscribe for shares was less than 2 %.

Note 21 - Segment information

21-1- Basis of accountingAll group companies operate in the same business sector in their local market : there is thus onlyone and the same activity and a number of geographic sectors.The zones bring together the countries of group companies by taking account of the following factors : proximity, similarity of economic conditions and internal organisation of the group.

1998/99 1997/98 1996/97

NorthCentreSouthUnited Kingdom

5.2 % 5.1 % 5.1 %

39.5 %

40.2 %41.3 %

42.1 %

13.4 %13.3 %

40.8 %39.7 %

14.4 %

1998/99 1997/98 1996/974.6 % 2.3 % 2.5 %

40.3 %

51.3 %37.2 %

48.4 %

9.0 %6.9 %

46.4 %37.2 %

13.8 %

These geographic zones cover the following countries :- North : Sweden, Norway, Denmark, Finland,- Centre : Belgium, Netherlands, Germany, Switzerland, Czech Republic,- South : France, Italy, Portugal (via a representative office),- United Kingdom.

The accounting principles and practices used to determine the segment results and assets are thesame as those used by the group.Segment assets are reported at the year end, net of amortisation, depreciation and provisions.The segment results and assets represent the contribution of the various zones. Intersegment transactions are insignificant.

21-2- Turnover


1998/99 1997/98 1996/97

North 17,746 16,631 14,490Centre 138,425 129,930 113,232South 142,168 138,675 116,576United Kingdom 45,697 44,021 41,206

TOTAL 344,036 329,257 285,504

21-3- Operating profit


1998/99 1997/98 1996/97

North 1,445 791 764Centre 16,182 13,745 11,203South 11,728 16,506 13,971United Kingdom 2,185 3,056 4,165

TOTAL 31,540 34,098 30,103


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1998/99 1997/98 1996/97


2.3 % 3.0 % 3.2 %

39.2 %

42.0 %46.9 %

44.8 %

13.0 %8.9 %

43.2 %35.9 %

17.8 %

1998/99 1997/98 1996/97


9.2 % 1.3 % 1.6 %

64.0 %

63.3 %

22.9 % 26.8 %

7.9 %4.7 %

27.9 %

32.3 %

38.2 %

1998/99 1997/98 1996/97


5.8 % 5.0 % 5.7 %

40.1 %44.7 %24.8 %

27.7 %

27.3 %24.7 %

28.0 %38.5 %

27.7 %

21-4- Cash flowin thousands of euros

1998/99 1997/98 1996/97

North 592 763 740Centre 10,855 9,893 8,328South 12,121 11,287 10,014United Kingdom 2,292 3,275 4,125

TOTAL 25,860 25,218 23,208

21-5- Investments made (acquisition of tangible and intangible assets in accordance with the Cash Flow statement)


North 963 187 155Centre 6,650 9,247 3,124South 2,401 3,873 2,697United Kingdom 493 1,147 3,700

TOTAL 10,507 14,455 9,676

21-6- Intangible fixed assets (excluding goodwill) and tangible fixed assets (Balance sheet)


North 2,940 2,192 2,431Centre 22,481 17,588 16,363South 12,473 12,143 11,915United Kingdom 12,435 11,985 11,785

TOTAL 50,328 43,908 42,495

1998/99 1997/98 1996/97


3.8 % 3.5 % 4.3 %

36.1 %

36.4 %46.5 %

47.0 %

13.5 %13.3 %

46.8 %41.0 %

8.0 %

21-7- Inventoriesin thousands of euros

1998/99 1997/98 1996/97North 1,087 971 943Centre 10,420 10,149 8,963South 13,337 13,193 10,229United Kingdom 3,821 3,783 1,744TOTAL 28,664 28,096 21,879

Note 22 - Movement in shareholders’ equity

22-1- Movement in share capital and number of sharesThe number of shares at September 30, 1998 was 7,480,751. The movement recorded in the yeararose from the exercise of an option that was part of a share plan authorised by the ExtraordinaryGeneral Meeting of August 28, 1990. This led to an increase in the number of shares by 23,000.As a result, the number of shares at September 30, 1999 was 7,503,751.The general public holds 22% of the share capital.

22-2- Increase in share capitalThis arose from the exercise of an option that increased the capital by 305 thousand euros (46 thousand euros share capital and 259 thousand euros share premium).

22-3- Impact of exchange rate fluctuations The effect of exchange rate fluctuations on group shareholders’ equity during the year relates to :- the difference between the closing and opening rates applied to group shareholders’ equity,

excluding profit (positive net impact of 1,502 thousand euros),- the difference between the closing and average exchange rates applied to the contribution of the

foreign companies to the consolidated profit (positive impact of 56 thousand euros).

22-4- Impact of changes to the group structureThe effect of changes to the group structure corresponds to the allocation of the Manutan treasury shares held by the group and amounting to 1,029 thousand euros.Note 23 - Cash flow statement23-1- Analysis of cash and cash equivalentsin thousands of euros

1998/99 1997/98 1996/97Cash and bank 13,251 6,240 9,599Short-term investment securities 311 13,707 12,406Borrowings

- Bank overdrafts (11,797) (3,981) (2,859)- Interests payable (69) (54) (51)

Cash and cash equivalents 1,696 15,912 19,095

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23-2- Cash flowin thousands of euros

1998/99 1997/98 1996/97Net profit 16,220 18,004 14,785Depreciation, amortisation and operating provisions (net) 5,617 4,938 4,432Deferred taxes 44 (533) 788Goodwill amortisation 4,002 3,213 3,120Income from sales of assets (117) (592) (138)Net book value of assets sold 94 188 221Operating activity cash flow 25,860 25,218 23,208

23-3- Analysis of changes in working capital requirementsin thousands of euros

(Applications) / Sources 1998/99 1997/98 1996/97

Inventories (net) (153) (6,216) (1,680)Trade debtors (net) (5,601) (7,779) (3,392)Other debtors (531) 555 (1,301)Provisions for liabilities and charges (net) (1,288) 1,610 (281)Trade creditors 1,007 7,808 3,889Corporation tax (2,444) (1,533) (3,332)Other creditors 2,593 1,432 1,034

Changes in operating working capital requirements (6,417) (4,123) (5,063)Changes in debts related to fixed assets (5,109) (396) 2,264

23-4- Acquisition of financial fixed assetsThe acquisition of Plus Sro, Fabritec GmbH, Euroquipment Ltd and the minority interests in EZ DirektMarketing GmbH, can be analysed thus :in thousands of euros

Acquisition cost (12,254)Debt 0Cash balances acquired 599Cash used for acquisitions (11,655)

Consolidated balance sheet of these acquisitions at the date of joining the group :in thousands fo euros

Cash (599)Operating working capital requirements (214)Fixed assets (978)Non-operating working capital requirements 40Financial debts 338Provisions for liabilities and charges 32

(1,381)Goodwill on acquisition (10,873)Debt 0Cash balances acquired 599Cash used for acquisitions (11,655)

Note 24 - Subsequent eventsNothing has occurred to affect the financial statements.

Summarised ParentCompany Financial

StatementsThe

information below is anextract from the financial state-

ments of Manutan International SAprepared in euros and certified without

exception by the Statutory Auditors. The bases of valuation and presentation used in

the preparation of the parent company financialstatements are, where applicable, the same as thoseused for the consolidated financial statements.A complete set of annual reports is available from thefollowing address :

Manutan International SA32 bis Boulevard de Picpus

75583 Paris cedex 12Tel : 33 1 53 33 40 12Fax : 33 1 53 33 40 28

Internet site : www.manutan.com

B a l a n c e S h e e ta t S e p t e m b e r 3 0

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In thousands

30/09/99 01/10/1998* 30/09/1998 30/09/1997

FRF (*) e e e e

ASSETS

Cash and bank 784 120 177 933 2,460Short-term investment securities 0 0 12,646 12,647 9,616Trade debtors 30,810 4,697 470 29,356 26,437Other debtors and accruals 6,014 917 105 2,368 4,861Inventories 0 0 0 11,412 9,104

CURRENT ASSETS 37,608 5,734 13,398 56,716 52,478

Financial assets 1,111,293 169,415 159,449 84,710 78,958Tangible assets 7,977 1,216 1,299 3,118 2,122Intangible assets 2,912 444 70 280 463

FIXED ASSETS 1,122,182 171,075 160,818 88,108 81,543

TOTAL ASSETS 1,159,790 176,809 174,216 144,824 134,021

LIABILITIESAND SHAREHOLDERS' EQUITY

Trade creditors 8,014 1,222 586 25,096 21,080Other creditors and accruals 13,300 2,028 5,389 10,798 4,282Borrowings 46,410 7,075 2,522 3,751 20,439

CREDITORS 67,724 10,325 8,497 39,645 45,801

PROVISION FOR LIABILITIES AND CHARGES 356 54 240 680 2,691

Share capital 98,443 15,008 11,404 11,404 11,306Share premium 429,927 65,542 65,283 4,303 1,243Other reserves 532,261 81,142 68,775 68,775 61,831Statutory reserves 0 0 443 443 587Profit for the year 31,079 4,738 19,574 19,574 10,562

SHAREHOLDERS'EQUITY 1,091,710 166,430 165,479 104,499 85,529

TOTAL LIABILITIESAND SHAREHOLDERS' EQUITY 1,159,790 176,809 174,216 144,824 134,021

* The Balance sheet at 01/10/98 takes into consideration retroactive effect of the partial transfer of assets.

Pro-forma

I n c o m e S t a t e m e n t

in thousands

1998/99 1997/98 1996/97

FRF (*) e e e

Turnover - - 129,299 111,555

Cost of goods sold - - (85,586) (73,476)

Gross margin - - 43,713 38,079

Other external costs (15,856) (2,417) (13,264) (12,036)

Added Value (15,856) (2,417) 30,449 26,043

Taxes (826) (126) (868) (808)

Personnel expenses (13,327) (2,031) (11,495) (10,514)

Amortisation/depreciation (1,829) (279) (1,172) (1,360)

Provision for charges (67) (10) (856) (554)

Other charges/income (net) 52,688 8,032 936 762

Operating profit 20,783 3,169 16,994 13,569

Financial income 16,819 2,564 9,731 2,321

Profit on ordinary activities 37,602 5,733 26,725 15,890

Exceptional income 4,200 640 147 217

Employees' profit sharing (622) (95) (522) (435)

Taxation (10,101) (1,540) (6,776) (5,110)

NET PROFIT 31,079 4,738 19,574 10,562

* Rounding differences may arise due to the application of legal translation rules.

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S u m m a r y o f t h e N o t e s

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Comparability of accounts

On March 30, 1999, Manutan International SA created a subsidiary, with the name of Manutan SA,for the distance selling operations in France by way of a partial transfer of assets to a 100 % ownedsubsidiary.The effective date for tax and accounting purposes was October 1, 1998.To facilitate an understanding of the notes, movements have been presented on the basis of a pro-forma starting point of October 1, 1998, after the asset transfer.

Basis of valuation of securitiesThe gross value of securities comprises the purchase cost excluding related costs or the subscri-bed value. The carrying value of securities is their current use value, this being determined as afunction of the revalued net assets, profitability and the prospects for the company concerned.If the current value is lower than the gross cost, a provision is created initially in respect of theshares, then the loans, and then the debt if necessary.

Movement in shareholders’ equity

The movements in shareholders’ equity in the year were as follows :


Opening shareholders’ equity 165,479

Movements in the year :● Capital increase 46● Share premium 259● Net profit for the year 4,738● Statutory reserves (443)● Dividends distributed (3,649)

Closing shareholders’ equity 166,430

The company’s capital at the beginning of the year comprised 7,480,751 shares with a nominalvalue of 10 francs (1.52 euros) each.Movements recorded in the capital during the year were :On January 8, 1998, following a decision by the Management Board, the share capital was increa-sed by incorporation of reserves in order to increase the nominal value of each share to 2 eurosand to convert the capital into euros. Thus, the share capital was increased by 3,557,171 euros intotal.The exercise of an option (authorised by the August 28, 1990 Extraordinary General Meeting) in respect of 23,000 shares with a nominal value of 2 euros each occurred during the year. Thisincreased the capital by 46,000 euros (301,740 francs) in cash, together with a share premium of259,011 euros.Taking these various transactions into account, the capital at September 30, 1999 was 7,503,751 shares with a nominal value of 2 euros each, being a total of 15,007,502 euros.The public holds 22.22 % of the share capital.

F i v e Y e a r R e v i e w o f P a r e n t C o m p a n y F i n a n c i a l H i g h l i g h t s

INDICATORS 30.09.1995 30.09.1996 30.09.1997 30.09.1998 30.09.1999

I. Share capital at financial year end (in thousands of euros)

a) Share capital 5,502 11,175 11,306 11,404 15,007b) Number of common shares in issue 3,609,012 7,330,204 7,416,384 7,480,751 7,503,751c) Number of shares in issue with preferred dividend (without voting rights) at FRF 10 at FRF 10 at FRF 10 at FRF 10 at 2 eurosd) Maximum number of shares to be created in the future :

. By conversion of bonds

. By exercise of subscription rights 180,450 236,720 162,540 132,540 109,540

II. Operations and results (in thousands of euros)a) Turnover excluding tax 100,711 107,914 112,589 130,773 -b) Profit before tax, employee profit sharing, provisions,

depreciation and amortisation 18,262 22,071 20,387 27,591 6,662c) Taxation 5,980 4,900 5,110 6,776 1,540d) Employee profit sharing in respect of the year 735 510 435 522 95e) Profit after tax, employee profit sharing, provisions,

depreciation and amortisation 9,826 13,058 10,562 19,574 4,738f) Dividends distributed 3,301 3,576 3,618 3,649 4,055

III. Earnings and dividends per sharea) Earnings per share after tax and employee profit sharing,

but before provisions, depreciation and amortisation 3.2 2.27 2 2.71 0.67b) Profit after tax, employee profit sharing, provisions,

depreciation and amortisation 2.72 1.78 1.42 2.62 0.63c) Dividend per share. 0.91 0.49 0.49 0.49 0.54

IV. Personnela) Average number of employees during the year 241 252 269 290 16b) Employee payroll costs (in thousands of euros) 5,484 6,147 6,862 7,461 1,423c) Employee social benefit costs in the year

(social security, other benefits, etc.) (in thousands of euros) 2,534 2,871 3,197 3,438 609

page 65

F i n a n c i a l I n f o r m a t i o nR e l a t e d t o S u b s i d i a r i e sa n d E q u i t y I n v e s t m e n t s

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Financial information

Subsidiaries and equity investments

1. Subsidiaries

MANUTAN Ltd GBP 5,825 GBP 8,114 100.00 14,393 14,393 484 (*) 139

MANOVERT BV NLG 40 NLG 181,097 100.00 72,071 72,071 N/A -

MANUTAN BELGIQUE NV/SA BEF 2,500 BEF 79,758 94.44 30 30 (*) (*) 422

SCI Philippe AUGUSTE FRF 2,300 FRF 0 100.00 351 351 - - 524

MANUTAN SA FRF 104,953 FRF 422,337 100.00 74,833 74,833 (*) (*)

WITRE A/B SEK 8,000 SEK 19,125 100.00 1,236 1,236 403 547 (*) (*)loan

VEICO SrL ITL 2,194,662 ITL (820) 100.00 3,508 313 453 (*) (*)loan

MPSA FRF 5,000 FRF (1,244) 99.08 1,142 554 949 11,072 (167)loan

E.Z. DIREKT MARKETING GmbH DEM 6,000 DEM (3,074) 82.35 2,547 2,547 1,789 (*) (*)

2. Equity investments

BOTT SA FRF 1,000 FRF 7,164 49.08 8 8 183 1,001 4,216 87loan

Total subsidiaries and equity investments 170,119 166,336

(*) Certain information is not disclosed for reasons of confidentiality.

Capital

Shareholders’equity otherthan capital

beforeallocationof profit

Percentageof sharecapitalheld(in %)

Book valueof

shares held

Outstanding

loansand

advances

Guaranteesand

securitiesgiven by

the company

Turnoverexcludingtax for the last

financial year

Netincome/loss forthe last

financial year

Dividendsreceived for the

financialyear

Observations

Year ended31/12/98

Gross Net

S p e c i a l R e p o r tb y t h e S t a t u t o r y A u d i t o r so n R e g u l a t e d A g r e e m e n t s

Ladies and Gentlemen,

As Statutory Auditors to your company, we present you our report on regulated agreements.In accordance with Article 145 of the law of July 24, 1966, we have been advised of the agreements requiring preliminary approval byyour Supervisory Board.It is not our responsibility to look for other possible agreements, but rather to communicate on the basis of the information we wereprovided, the features and terms of those we were advised of, without commenting on their value and validity. It is for you, according toArticle 92 of the decree of March 23, 1967, to comprehend the effect of the completion of these agreements in order to approve them.We have carried out our investigations in accordance with professional standards which require that we carry out our audit to ensurethat the information provided to us is in agreement with the original documents on which it was based.

1. Agreements concluded during the year with preliminary approval

1.1 Agreement concluded with Manutan SADirectors concernedAndré GuichardJean-Pierre GuichardFrédéric B. BaschetNature and objectContract for brand licence entered into with Manutan SATermsThe Supervisory Board meeting on March 18, 1999 authorised your company to concede, for a period of 10 years with effect from April 1, 1999, a contract to licence the brand to its subsidiary Manutan SA. In exchange for the right to use this licence, Manutan SAis required to pay an annual royalty to your company equal to 5 % of its third party turnover, excl. tax.The royalty received in respect of the year ended September 30, 1999 amounted to 6,241,567 euros (40,942,000 francs) .

1.2 Agreement concluded with Manovert BVDirectors concernedJean-Pierre GuichardFrédéric B. BaschetNature and objectShort-term loan granted by Manovert BV.TermsThe Supervisory Board meeting on March 18, 1999 authorised your company to take out a short-term loan of 3.7 million euros(24,270,409 francs) from its subsidiary Manovert BV with an interest rate of 3 month Euribor + 0.3 %, and repayable on October 1, 1999.At September 30, 1999, interest paid by your company to Manovert BV amounted to 27,657.5 euros (181,421.31 francs).In addition, in accordance with the decree of March 23, 1967, we have been informed that the execution of the following agreements,approved in prior years, continued in the year just ended.

2. Agreements concluded in previous years and which have effect in the current year

2.1 Agreements concluded with Bott SA

2.1.1 Provided guaranteeTermsYour company has provided a guarantee to its subsidiary Bott SA so that it could sign a 12 year lease contract with U.I.S. for 1,001,285 euros (6,567,999 francs), replacing that signed initially on December 23, 1996.

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2.2 Agreements concluded with MPSA

2.2.1 Long-term loanTermsYour company granted MPSA a loan of 2,227,500 francs (339,580.18 euros) on February 19, 1993 which carried interest at 3 monthEuribor + 0.3 %.Interest received by your company in respect of 1998/99 fiscal year amounted to 76,679.13 francs (11,689.66 euros).

2.3 Agreement concluded with Veico SrLTermsIn order to enable Veico SrL pay its commercial debt prior to the legal separation of the holding company from the sale by catalogueactivities of Manutan SA, your company granted it a three year loan of 2,564,137.41 francs (390,900.23 euros) on September 29, 1998,with interest of 3 months Euribor + 0.3 %.At September 30, 1999, interest received by your company amounted to 87,126.44 francs (13,282.34 euros).

2.4 Agreement concluded with UISTermsA lease agreement for 11,309,964 francs (1,724,192.90 euros) concerning 465 m2 of office space at 32 bis, boulevard de Picpus,75012 Paris was signed on October 18, 1989 and refinanced by your company.Rent paid during the year amounted to 1,082,866.62 francs (165,081.95 euros).

Neuilly sur Seine and Nantes, January 18, 2000

The Statutory Auditors


Jean-Claude Lallau

G e n e r a lI n f o r m a t i o n

GENERAL INFORMATION CONCERNING THE ISSUER

Name and registered office - Name : Manutan International SA- Registered office : 32 bis, boulevard de Picpus – Paris 12

Legal form :Société anonyme (SA) with a Management and Supervisory Board subject to the law no 66-537 of July 24, 1966 and the decree no 67-236 of March 23, 1967 in respect of commercial companies.

Governing law French law

Date established and termination :The company was established on April 25, 1966 with a life of 60 years. It will terminate on April 24, 2025 unless renewed or liquidated.

Object (Article 2 of the by-laws) :The company’s objects in France and abroad are :- The acquisition and management of portfolios of securities and other investments,- The acquisition of shareholdings in current or new companies, the management and disposal of these holdings,- The purchase, sale, production of all equipment for businesses and public or private authorities,- And, in general, all commercial transactions in securities or property, financial or other, directly or indirectly related, in full or in part,to the company’s objects or any other object that is similar or connected, that may assist the operations and commercial development.

Commercial Register :662 049 840 RCS ParisAPE Code : 741J

Access to legal documents :Documents relating to the company and in particular the by-laws and accounts, may be inspected at the registered office in accordance with legal requirements.

Financial year :The financial year starts on October 1 and ends on September 30 of the following year.

Statutory allocation of profit (Article 22 of the by-laws) :A reserve fund, called “legal reserve”, will be created by the allocation of at least one twentieth of the profit of the year reduced, whereappropriate, by losses brought forward. This allocation ceases to be mandatory when it becomes one tenth of the share capital.From the distributable profit- comprising the profit of the year reduced by losses brought forward and by the above allocation, as well asany transfers to reserve required by law, and increased by profits brought forward- the General Meeting, on the proposal of theManagement Board, may allocate any amount they consider appropriate to set, either to be carried forward to the following year, or to betaken to extraordinary, general or special reserve which regulate its allocation and use.The general meeting considering the accounts for the year may grant each shareholder, for all or part of the dividend or interim dividendspaid, an option for payment of dividends and interim dividends in cash or in shares.

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Disclosure of threshold :No disclosure of crossing the statutory threshold is foreseen.

General Meetings :Shareholders meetings are called by the Management Board or by the Supervisory Board and consider their agenda as required by law.Meetings take place either at the registered office, or in another place advised in the invitation to attend.All shareholders may attend meetings, in person or by proxy, on proof of identity and ownership of shares at least five days before themeeting. Proof of ownership of shares is either by nominative registration, or by presentation of a certificate provided by an authorisedintermediary who records the bearer shares of the holder.All shareholders wishing to vote by post may request by registered letter with proof of reception a form to vote by post, within the timeframe provided by law, to the registered office or to any of the following establishments :- MM Lazard Frères et Cie- Banque SanPaolo- Banque Nationale de ParisA double voting right was instituted by the Extraordinary General Meeting of July 5, 1985.This double voting right is granted to all fully paid shares which have been held in nominative form for at least two years.

GENERAL INFORMATION ABOUT THE SHARE CAPITAL

Changes to the share capital and related rights :All changes to the share capital or rights attached to securities comprising the capital are subject to legal requirements. The bylawsprovide for nothing more restrictive to such changes than required by law.

Share capital :At September 30, 1999, the share capital amounted to 15,007,502 euros split into 7,503,751 shares of 2 euros nominal valueeach, fully paid.The shares are in either nominative or bearer form at the shareholder’s choice.

Authorised but unissued share capital : nil

Authorisation for the company to trade in its own shares : nil

Option plan to subscribe for shares :Manutan SA created a single option plan to subscribe forshares for the benefit of 3 senior managers who are members of the Management Committee.

Date of meeting August 28, 1990

Date of Board of Directors meeting September 28, 1990

Adjusted (1) number of shares that may be subscribed 268,400

Total number of options exercised by September 30, 1999 158,860

Total number of options remaining to be exercised at September 30, 1999 109,540

Start of exercise period September 28, 1990

Expiry date of exercise period September 27, 2002

Adjusted price in euros (1) 13.26

(1) taking account of the increases in share capital by incorporation of reserves on April 18, 1991,September 5, 1994 and June 28, 1996.

Movements in share capital (in euros and in francs)

Analysis of share capital and voting rightsOn September 30, 1999, the share capital of Manutan International SA comprised 7,503,751 shares. On the same day, the number of votingrights was 7,972,397 in an Annual General Meeting. To the knowledge of the Management Board, the principal shareholders are the following :

To the knowledge of the company, no other person or groups of shareholders, other than those mentioned above, exercise control over thecapital. No declaration of crossing the threshold of 5 % is currently recorded, with the exception of movements reported within the Guichardfamily.Shares and voting rights held by members of the Management Board and the Supervisory Board are as follows :

The personnel hold less than 0.1 % of the share capital by way of specialised investment funds.

Analysis of share capital over the last three years (at September 30)

Shares of the company and its subsidiaries pledgedNil.

Change Share and Cumulative Number Nominalin share merger share of shares value of

Year Description capital premium capital in issue shares

Position at e - - 2,750,952 1,804,506 -1/10/93 FRF - - 18,045,060 - 10

1993/1994 Increase of share capital by e 2,750,952 - 5,501,903 3,609,012 -incorporation of reserves FRF 18,045,060 - 36,090,120 - 10

1994/1995 - - - - 10

1995/1996 Increase of share capital in cash and by e 5,672,921 1,387,341 11,174,824 7,330,204 -incorporation of reserves FRF 37,211,920 9,100,360 73,302,040 - 10

1996/1997 Increase of share capital e 131,381 1,011,630 11,306,205 7,416,384 -in cash FRF 861,800 6,635,860 74,163,840 - 10

1997/1998 Increase of share capital e 98,127 3,060,737 11,404,331 7,480,751 -in cash and by merger FRF 643,670 20,077,118 74,807,510 - 10

8/01/1999 Increase of share capital e 3,557,171 - 14,961,502 7,480,751 2by incorporation of reserves

30/09/1999 Increase of share capital e 46,000 259,011 15,007,502 7,503,751 2in cash

Number of Number of voting At September 30, 1999 shares in % rights (AGM) in %

Guichard family* 5,836,068 77.78 6,316,584 79.23

Public and other nominative 1,655,160 22.05 1,655,813 20.77

Treasury shares 12,523 0.17 - -

Total 7,503,751 100 7,972,397 100

* directly or indirectly via a company.

Number of Number of voting shares in % rights (AGM) in %

Supervisory Board 5,300,531 70.64 5,492,951 68.89

Management Board 535,897 7.14 824,353 10.34

1999 1998 1997

Guichard family 77.78 % 78.01 % 78.5 %

Public and other nominative 22.05 % 21.82 % 21.5 %

Treasury shares 0.17 % 0.17 % -

Total 100 % 100 % 100 %

The treasury shares were acquired as part of the merger/absorption of Manupar.

page 71

Members of the Management Board

- Mr Jean-Pierre GuichardChairman of the Management BoardDate appointed : May 2, 1994Term of office expires : May 4, 2002

Other appointments :All appointments relate to companies of the Manutan group■ Chairman of Manutan NV/SA (Belgium)■ Chairman of Bott SA (France)■ Director of MPSA (France)■ Chairman of Veico SrL (Italy)■ Chairman of Witre A/B (Sweden)■ Joint Managing Director of Manutan Ltd (United Kingdom)■ Director of Overtoom International BV (Netherlands)■ Director of Manovert BV (Netherlands)■ Director of Manutan SA (France)- Mr Frédéric B. BaschetManaging DirectorDate appointed : May 2, 1994Term of office expires : May 4, 2002

Other appointments :All appointments relate to companies of the Manutan group■ Director of Veico SrL (Italy)■ Director of Witre A/B (Sweden)■ Director of Manovert BV (Netherlands)■ Director of Overtoom International BV (Netherlands)■ Director of Manutan Ltd (United Kingdom)■ Director of Manutan SA (France)■ Director of MPSA (France)

Members of the Supervisory Board

- Mr André GuichardChairman of the Supervisory BoardDate appointed : May 2, 1994Term of office expires at the General Meeting to consider theaccounts for the year ended September 30, 2005.

Other appointmentsAll appointments relate to companies of the Manutan group■ Non-executive Chairman of Manutan Ltd (United Kingdom)■ Director of Manutan NV/SA (Belgium)■ Director of Bott SA (France)■ Director of MPSA (France)■ Director of Manutan SA (France)

- Mr Alain JuliardVice-Chairman of Supervisory BoardDate appointed : May 2, 1994Term of office expires at the General Meeting to consider theaccounts for the year ended September 30, 2005.

Other appointments■ Chairman of the Management Board of DIL France SA

(Deutsche Bank Group)■ Member of Supervisory Board of Auguste Thouard

MANAGEMENT BOARD AND SUPERVISORY BOARD

- Mrs Hélène GuichardMember of Supervisory BoardDate appointed : May 2, 1994Term of office expires at the General Meeting to consider theaccounts for the year ended September 30, 2005.

Other appointments : Nil.

- Mrs Claudine GuichardMember of Supervisory BoardDate appointed : May 2, 1994Term of office expires at the General Meeting to consider theaccounts for the year ended September 30, 2005.

Other appointments : Nil.

- Mr Jean-Claude SarazinMember of Supervisory BoardDate appointed : March 30, 1999Term of office expires at the General Meeting to consider theaccounts for the year ended September 30, 2004.

Other appointments : ■ Chairman of Management Board of Groupe André SA■ Director of André SA■ Director of Kookaï■ Director of l’Ourcq

The Management Board and the Supervisory Board met at leastonce a quarter and every time as required.

Remuneration of Executive Management and SupervisoryBoardIn respect of the year ended September 30, 1999 :Total remuneration paid to senior management for services rendered to the group amounted to 750,488 euros (4,922,881 francs).

RESPONSIBILITY FOR THE REFERENCE DOCUMENT AND THE AUDIT

Responsibility for the Reference DocumentJean-Pierre GuichardChairman of Management Board

Certification by the person responsible for the reference documentTo my knowledge, the information in the present documentconforms to reality. It comprises all information necessary for aninvestor to base their judgement on the assets, operations, finan-cial position, profits and prospects of Manutan International SA,as well as all rights attached to the securities on offer. There areno omissions likely to change this view.

Jean-Pierre Guichard

Chairman of Management Board

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Responsibility for the audit

Statutory Auditors :Barbier Frinault et Associés – Arthur AndersenRepresented by Mr Jean-Claude Lallau41 rue Ibry – 92576 Neuilly Sur Seine CedexDate originally appointed : March 30, 1985Term of office expires at the Annual General Meeting to considerthe accounts of the year ended September 30, 2002

Mr Franck Noël18 rue du Pin – 44013 Nantes Cedex 03Date originally appointed : March 17, 1992Term of office expires at the Annual General Meeting to considerthe accounts of the year ended September 30, 2003

Alternate Statutory Auditors :Mr Philippe Peuch-Lestrade41 rue Ibry – 92576 Neuilly Sur Seine CedexDate originally appointed : March 22, 1989Term of office expires at the Annual General Meeting to considerthe accounts of the year ended September 30, 2002

Mr Roderick DevlinImmeuble KPMG – 1 cours Valmy – 92923 Paris la DéfenseCedexDate originally appointed : March 18, 1998Term of office expires at the Annual General Meeting to considerthe accounts of the year ended September 30, 2003

Certificate by the Statutory Auditors of Manutan International SA

We have carried out an audit of the financial and accounting infor-mation in the present document in accordance with professionalstandards.We have certified without reserve the annual and consolidatedaccounts for the years ended September 30, 1997,September 30, 1998 and September 30, 1999.We have no comments to make on the fair presentation of thefinancial and accounting information in this document.


Jean-Claude Lallau

Investor Relations

Frédéric B. Baschet

OTHER INFORMATION

Parent company

Manutan International SA32 bis Boulevard de Picpus75012 PARISTel : 01 53 33 40 00Fax : 01 53 33 40 38Internet site : www.manutan.come-mail : [email protected]° VAT : FR 36 662 049 840Chairman of Management Board :Jean-Pierre GuichardManaging Director : Frédéric B. Baschet

List of subsidiaries

Manutan SA5/13 rue Sibuet - 75012 ParisTel : 01 53 33 40 00Fax : 01 53 33 40 38e-mail : [email protected]° VAT : FR 17 334 668 852Chairman and Managing Director :Rémi Rambaud

MPSA 10 rue Gay Lussac - 95500GonesseTel : 01 39 85 96 13Fax : 01 39 87 56 60e-mail : [email protected]° VAT : FR 78 314 593 138Chairman and Managing Director :Rémi Rambaud

Bott SA 29 rue Planchat - 75020 ParisTel : 01 44 93 25 30Fax : 01 44 93 25 49e-mail : [email protected]° VAT : FR 69 309 044 444Chairman and Managing Director :Jean-Pierre Guichard

Manutan PortugalAvenida Do Forte 3Edificio Suecia 1, Piso 2,Carnaxide2795 Linda A. Velha (Portugal)Tel : 1 416 08 16Fax : 1 416 08 15e-mail : [email protected]° VAT : PT 98 0 126 355Manager : Bertrand Soucadauch

Veico SrLVia Paisiello 104/110 - 20092Cinisello Balsamo (Italy)Tel : 02 660 10 823Fax : 02 660 11 616e-mail : [email protected]° VAT : IT 02 097 170 969Managing Director : Carmen Grasso

Manutan NV/SA19 rue de Douvres - 1070Bruxelles (Belgium)Tel : 2 524 0118Fax : 2 520 2611e-mail : [email protected]° VAT : BE 41 4 595 123Chairman : Jean-Pierre GuichardManaging Director : Alain Gyssens

Overtoom InternationalBelgium NV/SA Industrielaan 30 - 1740 Ternat(Belgium)Tel : 2 583 01 01Fax : 2 582 63 00e-mail : [email protected]° VAT : BE 41 464 2831Managing Director : Olivier Serruys

Overtoom International BVTolhuislaan 47-85 - 3734 Den Dolder (Netherlands)Tel : 30 229 62 11Fax : 30 228 15 94e-mail : [email protected]° VAT : NL 80 3 764 790B02Managing Directors : Robert KuipersOlivier SerruysThéo van Donkersgoed

VSF Planservice BV Architronlaan 2 - 5321 JJ Hedel(Netherlands)Tel : 73 599 21 11Fax : 73 599 18 16e-mail : [email protected]° VAT : NL 80 3 764 790 B03General Manager : J.W.G. Wollaars

Fabritec GmbHRheinstrasse 47 4127 Birsfelden (Switzerland)Tel : 61 312 84 44Fax : 61 312 84 80e-mail : [email protected]° VAT : CH 246 093Managing Director : Daniel Heini

Manovert BVTolhuislaan 47-85 3734 Den Dolder (Netherlands)Tel : 30 229 62 11Fax : 30 228 15 94Directors : Jean-Pierre GuichardFrédéric B. Baschet

EZ Direkt Marketing GmbH Benzstrasse 56 - 71272Renningen (Germany)Tel : 71 59 935 251Fax : 71 59 935 209e-mail : [email protected]° VAT : DE 146 018 450Managing Director : Erwin Ziegler

Plus SroPlzenskà 3070 700 30 Ostrava-Sabreh (CzechRepublic)Tel : 69 35 39 66Fax : 69 661 48 00e-mail : [email protected] Managers : Mrs & Mr Kral

Kraus KGSattnitzgasse 699020 Klagenfurt (Austria)Tel : 463 38 11 20-0Fax : 463 38 11 20-21N° VAT : AT 25656206Managing Director : Brigitte Kraus

Manutan Ltd Blackmoor Road, EbblakeInd. EstateVerwood, WimborneDorset BH31 6AT (United Kingdom)Tel : 1 202 825 311Fax : 1 202 826 453Managing Directors : Jean-Pierre GuichardFrédéric B. Baschet

Key Industrial Equipment LtdBlackmoor Road, EbblakeInd. EstateVerwood, WimborneDorset BH31 6AT (UnitedKingdom)Tel : 1 202 825 311Fax : 1 202 826 453e-mail : @keyind-co.ukN° VAT : GB 32 360 86 72Managing Director : Peter Simpson

Euroquipment LtdFirst avenue - Newbury BusinessPark Newbury Berkshire RG13 2PZ(United Kingdom)Tel : 1 635 582 444Fax : 1 635 479 55e-mail :[email protected]° VAT : GB 200 3568 12Managing Director : Maureen Telford

Metro Storage Systems LtdUnit 4, Belgard Industrial EstateDublin 24 (Ireland)Tel : 1 461 0666Fax : 1 461 0088N° VAT : IE 3330669He-mail : [email protected] : Philip Smith

Witre A/B Argongatan 5 - 431 53 Mölndal(Sweden)Tel : 31 706 10 00Fax : 31 706 10 20e-mail : [email protected]° VAT : SE 55 635 422 601Managing Director : Leif Borjesson

Witre A/S Postboks 235 – NO 1751Halden (Norway)Tel : 69 18 61 11Fax : 69 18 82 47e-mail : [email protected]° VAT : NO 933 249 352MVAManaging Director : Leif Borjesson

Witre Danmark A/S Jernbanegade 24.1 - 6000Kolding (Denmark)Tel : 75 50 00 50Fax : 75 50 03 10e-mail : [email protected]° VAT : DK 18 9 944 798Managing Director : Leif Borjesson

Witre OyTopeliuksenkatu 7.B.1FI 00250 Helsinki (Finland)Tel : 945 42 80 00Fax : 945 42 80 80e-mail : [email protected]° VAT : FI 1 5174 257Managing Director : Leif Borjesson

page 75

S u m m a r y o f C o n t e n t so f R e f e r e n c e D o c u m e n t

(in accordance with regulation 91-02 of the French Securities and Exchange Commission)

This annual report has been registered as a reference document accepted by theCommission des Opérations de Bourse. This statement provides for each section required by these regulations, the page number containing the relevant information.

I - RESPONSIBILITY FOR PagesTHE REFERENCE DOCUMENT AND THE AUDIT1.1 - Name and function of person(s) with responsibility for document.................................. 731.2 - Certificate of person(s) with responsibility................................................................................... 731.3 - Name and address of Statutory Auditors..................................................................................... 741.4 - Information policy...................................................................................................................................... 74

II - GENERAL INFORMATION CONCERNING THE ISSUER AND ITS SHARE CAPITAL2.1 - General information concerning the issuer ................................................................................. 692.2 - General information concerning the share capital......................................................... 70 - 712.3 - Current analysis of the share capital and voting rights ........................................................ 712.4 - Market for the company’s securities .................................................................................... 15 - 182.5 - Dividends .......................................................................................................................................... 15 / 38

III - INFORMATION CONCERNING THE ISSUER’S OPERATIONS3.1 - The company and the group ........................................................................................................... 4 - 53.2 - Staff ................................................................................................................................................................. 223.3 - Investment policy ...................................................................................................................................... 23

IV - NET ASSETS, FINANCIAL POSITION, PROFITS4.1 - Consolidated accounts for the group................................................................................... 39 - 604.2 - Parent company accounts.......................................................................................................... 61 - 68

V - ADMINISTRATION, MANAGEMENT AND SUPERVISORY BOARD5.1 - Senior management’s interest in the share capital................................................................ 71

VI - INFORMATION IN RESPECT OF RECENT EVENTS AND FUTURE PROSPECTS6.1 - Recent events............................................................................................................................................. 196.2 - Future prospects....................................................................................................................................... 22

HANDL NG MA NTENANCE DES GN LOG ST CS PACKAG NG OFF CE EQUOFFICE SUPPLIES OUTDOOR EQUIPMENT STORAGE WORKSHOP SAF

DESIGN HANDLING OFFICE EQUIPMENT OFFICE SUPPLIES JANITORIALLOADING SERVICES SAVETY & SECURITY COMPUTER EQUIPMENT STOHANDLING MAINTENANCE DESIGN LOGISTICS PACKAGING OFFICE EQUOFFICE SUPPLIES OUTDOOR EQUIPMENT STORAGE WORKSHOP SAF







DESIGN HANDLING OFFICE EQUIPMENT OFFICE SUPPLIES JANITORIALOADING SERVICES SAVETY & SECURITY COMPUTER EQUIPMENT STORHANDLING MAINTENANCE DESIGN LOGISTICS PACKAGING OFFICE EQUOFFICE SUPPLIES OUTDOOR EQUIPMENT STORAGE WORKSHOP SAF





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32 Bis Boulevard de Picpus75583 PARIS Cedex 12Tel : 33 1 53 33 40 12Fax : 33 1 53 33 40 28

Internet site : www.manutan.comE-mail : [email protected]

Investor relations :Frédéric B. Baschet

HANDLNG MANTENANCE DESGN LOGSTCS PACKAGNG OFFCE …

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